Exhibit
10.31

    


    EXECUTIVE
SUPPLEMENTAL SAVINGS AGREEMENT

    


    THIS
AGREEMENT, made and entered into this 25th day of August, 2008 by and between
First Financial Bancorp, an Ohio Corporation (hereinafter called the "BHC"), and
Claude E. Davis (hereinafter called the "Executive").

    


    WITNESSETH:

    


    WHEREAS,
the Executive has been and continues to be a valued employee of the BHC and its
subsidiaries, and is now serving the BHC and its subsidiaries as its President
and CEO of First Financial Bank and First Financial Bancorp;

    


    WHEREAS,
the Executive's services to the BHC and its subsidiaries in the past have been
of merit and have constituted a valuable contribution to the operations of the
BHC and its subsidiaries;

    


    WHEREAS,
certain tax rules limit the matching contributions that the Executive will have
allocated to his account under the First Financial Bancorp 401(k) Savings Plan
and Trust as amended from time to time (the "Savings Plan") and the BHC desires
to supplement this limited savings benefit;

    


    WHEREAS,
it is the desire of the BHC and the Executive to enter into this Agreement under
which the BHC will agree to make certain payments to the Executive or his
beneficiary as provided herein;

    


    WHEREAS,
it is the intent of the parties hereto that this Agreement be considered an
unfunded arrangement maintained primarily to provide supplemental benefits for
the Executive, as a member of a select group of management or highly compensated
employees of the BHC and its subsidiaries for the purposes of the Employee
Retirement Income Security Act of 1974 (ERISA); and

    


    WHEREAS,
it is the intent of the BHC that this Agreement, together with any similar
Executive Supplemental Savings Agreements entered into by the BHC with other
executives of BHC comprise the First Financial Bancorp Executive Supplemental
Savings Plan (the “Plan”) and such Plan is intended to be interpreted in such a
manner as to comply with the requirements of Section 409A of the Code, and the
regulations thereunder:

    


    NOW,
THEREFORE, in consideration of services performed in the past and to be
performed in the future as well as of the mutual promises and covenants herein
contained it is agreed as follows:

    


    
      	
              1.

            	
              IN
    GENERAL.

            


    

    


    The
supplemental savings benefits provided by this Agreement are granted by the BHC
as a benefit to the Executive and are not part of any salary reduction plan or
an arrangement deferring a bonus or a salary increase.  The Executive
has no option to take any current payment or bonus in lieu of these supplemental
savings benefits.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              2.

            	
              SUPPLEMENTAL SAVINGS
      ACCOUNT.

            


    

    


    The BHC
shall, with respect to any calendar year, credit to an account established and
maintained on BHC’s books for the benefit of the Executive (the “Supplemental
Savings Account”) an amount equal to any matching contributions that otherwise
would be credited to Executive’s account under the Savings Plan but are limited
due to application of sections 401(a)(17), 402(g) and 415 of the Internal
Revenue Code of 1986, as amended (the “Code”)(collectively, the “Code Limits”).
The amount of any such credit to the Executive’s Supplemental Savings Account
for any year shall be an amount equal to 4% (the maximum match available in the
qualified Savings Plan) of the difference between: (i) the Executive’s total pay
for such year and (ii) the IRS pay limit for the same year regardless of the
Executive’s actual deferrals to the Savings Plan. The amounts credited to the
Supplemental Savings Account shall be determined by an actuary selected by the
BHC in its sole discretion. Such amounts shall be credited to the Executive’s
Supplemental Savings Account on the same periodic basis as matching
contributions are credited to participants’ accounts under the Savings
Plan.

    


    
      	
              3. 

            	
              CREDITING
      OF EARNINGS.

            


    

     

    Executive’s
Supplemental Savings Account shall be credited with earnings (or losses) as if
the account was invested among the investment funds made available to
participants under the Savings Plan as selected by the Administrator of the Plan
(as defined in Section 21 below), provided however, the Executive may make
recommendations to the Administrator regarding such investment
selections.  The Supplemental Savings Account shall be credited with
earnings (or losses) based on the actual performance of such funds regardless of
whether the Supplemental Savings Account is actually invested in those
funds.

    


    
      	
              4. 

            	
              DISTRIBUTION
      OF SUPPLEMENTAL SAVINGS ACCOUNT.

            


    

     

    Subject
to Section (5) and (11) below and except for the Executive’s termination of
employment for Cause (as defined below), the Executive’s Supplemental Savings
Account shall be fully vested and nonforfeitable at all times and shall be paid
in a single lump-sum payment as soon as administratively feasible following the
Executive’s termination of employment.  If the Executive’s employment
is terminated for Cause, the Executive shall forfeit his Supplemental Savings
Account and not be entitled to any payment 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 BHC;

    


    (b)           the
failure of the Executive to perform and observe all material obligations and
conditions to be performed and observed by the Executive 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 Board of Directors of BHC (the “Board”) or a duly authorized Board committee
(any such failure, a “Performance Failure”), and to correct such Performance
Failure promptly following notice from the Board to do so; or


    
      
         


      

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

    


    
      	
              5. 

            	
              SIX-MONTH
      DELAY OF PAYMENT.

            


    

     

    Any
Supplemental Savings Account otherwise payable under Section (4) above shall not
be paid prior to the earlier of: (i) the expiration of the six-month period
commencing on the Executive’s date of termination or (ii) the Executive’s
death.

    


    
      	
              6. 

            	
              DEATH
      BENEFIT IF DEATH OCCURS PRIOR TO BENEFIT
  PAYMENT.

            


    

    


    If the
Executive dies before receiving payment of his Supplemental Savings Account, the
Executive’s designated beneficiary will receive the balance of Executive’s
Supplemental Savings Account determined as of his date of death. Such benefit
shall be paid to the Executive’s beneficiary in a single lump-sum payment as
soon as administratively feasible following the Executive’s
death.  Any designation of beneficiary shall be made by the Executive
on an election form filed with the BHC and may be changed by the Executive at
any time by filing another election form.  If no beneficiary is
designated or no designated beneficiary survives the Executive, payment shall be
made to the Executive’s estate.

    


    
      	
              7.

            	
              BENEFIT
      ACCOUNTING.

            


    

    


    The BHC
shall account for the benefits under this Agreement using the regulatory
accounting principles of the BHC's primary federal regulator as agreed to by the
BHC’s independent certified public accounting firm.

    


    
      	
              8.

            	
              PARTICIPATION IN OTHER
      PLANS.

            


    

     

    The
benefits provided hereunder shall be in addition to Executive's annual salary as
determined by the Board, and shall not affect the right of the Executive to
participate in any current or future bank retirement plan, group insurance,
bonus, or in any supplemental compensation arrangement which constitutes a part
of the regular compensation structure of the BHC or its
subsidiaries.  Any benefits payable under this Agreement shall not be
deemed salary or other compensation to the Executive for the purpose of
computing benefits to which he or she may be entitled under any pension plan or
other employee benefit plan of the BHC or its subsidiaries.

    


    
      	
              9.

            	
              NO ASSIGNMENT OR
      ALIENATION.

            


    

    


    The
Executive, the Executive's spouse, and any other designee, assignee, or
successor of the Executive, shall not have any right to commute, sell, assign,
transfer, anticipate, alienate, or otherwise convey the right to receive any
payments hereunder, which payments and the right thereto are expressly declared
to be non-assignable and non-transferable.  In the event of any
attempted assignment, transfer, or other action listed in the prior sentence,
the BHC shall have no further liability to any person under this
Agreement.



    
      
         


      

      
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              10.

            	
              NO FUNDING
      OBLIGATION.

            


    

    


    The BHC
shall have no obligation to set aside, earmark, or entrust any fund or money
with which to pay its obligations under this Agreement.  The BHC
reserves the absolute right at its sole discretion to either segregate assets to
meet the obligations undertaken by this Agreement or to refrain from segregating
such assets.

    


    
      	
              11.

            	
              GENERAL ASSETS OF THE
      BHC.

            


    

    


    The
rights of the Executive under this Agreement and of any beneficiary of the
Executive shall be solely those of an unsecured creditor of the
BHC.  If the BHC shall acquire an insurance policy or any other asset
in connection with the liabilities assumed by it hereunder, it is expressly
understood and agreed that neither the Executive nor any beneficiary of the
Executive shall have any right with respect to, or claim against, such policy or
other asset.  Such policy or asset shall not be deemed to be held
under any trust for the benefit of the Executive or his or her beneficiaries or
to be held in any way as collateral security for the fulfilling of the
obligations of the BHC under this Agreement.  It shall be, and remain,
a general, unpledged, unrestricted asset of the BHC, and the Executive and his
or her beneficiaries shall not have a greater claim to the insurance policy or
other assets or any interest in either of them, than any other general creditor
of the BHC.  Nothing in this Agreement shall be deemed to create any
fiduciary relationship.

    


    
      	
              12.

            	
              BINDING
      EFFECT.

            


    

     

    This
Agreement shall be binding upon and inure to the benefit of the BHC, its
affiliates, successors, and assigns, and the Executive, and his or her heirs,
executors, administrators, and legal representatives.  The BHC will
not merge or consolidate with any other company or organization, or permit its
business activities to be taken over by any other organization, unless the
entity expressly acknowledges its obligations under this Agreement and agrees to
abide by its terms.

    


    
      	
              13.

            	
              AMENDMENT.

            


    

    


    The Board
or its delegate shall have the right to amend or modify the Agreement at any
time in any manner whatsoever, in whole or in part; provided, however, that no
amendment will directly or indirectly operate to reduce the benefit that has
been earned by the Executive (or, in the case of a deceased Executive, his or
her beneficiary) at the time the amendment is adopted, unless the Executive or
beneficiary, as applicable, consents in writing to such
amendment.  Any amendment which affects the time or form of payment of
any benefit under this Agreement may not be effective less than 12 months before
the payment of such benefit and will result in the deferral of the commencement
date of such benefit payment by at least five years.

    


    
      	
              14.

            	
              TERMINATION.

            


    

    


    Continuance
of the Agreement is completely voluntary and is not assumed as a contractual
obligation of the BHC.  The BHC, by written resolution of the Board,
will have the right to terminate the Agreement at any time; provided, however,
that the termination will not directly or indirectly operate to reduce the
benefit that has been earned by the Executive (or, in the case of a deceased
Executive, his or her beneficiary) at the time the termination is
approved.


    
      
         


      

      
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              15.

            	
              NOT A CONTRACT OF
      EMPLOYMENT.

            


    

     

    This
Agreement shall not be deemed to constitute a contract of employment between the
parties hereto, nor shall any provision hereof restrict the right of the BHC and
its subsidiaries to discharge the Executive or change the terms and conditions
of his or her employment, or restrict the right of the Executive to terminate
his or her employment.

    


    
      	
              16.

            	
              TAXATION.

            


    

    


    The BHC
does not represent or guarantee that any particular federal or state income or
other tax consequence will result from participation in this
Agreement.  The Executive agrees that he or she will consult
professional tax advisors if he or she desires information about the tax
consequences of his or her participation.  If the BHC is required to
withhold amounts under applicable federal, state, or local tax laws, rules, or
regulations with respect to the benefits under this Agreement, the BHC shall be
entitled to deduct and withhold such amounts from any cash payment made pursuant
to this Agreement, and if such amounts are not adequate for the required
withholding amount, from any other compensation due from the BHC or its
affiliates to the Executive or the Executive's beneficiary.

    


    
      	
              17.

            	
              PAYMENTS TO
      REPRESENTATIVES.

            


    

     

    If the
Executive or the Executive's beneficiary entitled to receive any benefit
hereunder is determined by the Administrator or is adjudged to be legally
incapable of giving valid receipt for such benefit, the benefit will be paid to
a duly appointed and acting conservator or guardian or other legal
representative of the Executive or beneficiary, if any, and if no such
conservator, guardian, or legal representative is appointed and acting, to such
person or persons as the Administrator may designate.  Such payments
will, to the extent made, be deemed a complete discharge for such payments under
this Agreement.

    


    
      	
              18.

            	
              HEADINGS.

            


    

    


    Headings
and subheadings of this Agreement are inserted for reference and convenience
only and shall not be deemed a part of this Agreement.

    


    
      	
              19.

            	
              APPLICABLE
      LAW.

            


    

    


    The
validity and interpretation of this Agreement shall be governed by the laws of
the State of Ohio.

    


    
      	
              20.

            	
              EFFECTIVE DATE AND
      TERM.

            


    

     

    The
effective date of this agreement shall be effective as of the date first set
forth herein.  This Agreement shall remain in effect until all
benefits due hereunder have been paid, or until terminated by mutual consent of
the parties.


    
      
         


      

      
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              21.

            	
              ADMINISTRATION AND CLAIMS
      PROCEDURE.

            


    

    


    The
Administrator of this plan shall be a committee consisting of members of the
Board, as determined by the Board.  Except to the extent the time or
form of payment of any benefit under this Agreement is affected, the
Administrator shall have full discretion and authority to interpret and construe
each and all provisions of the Agreement, determine the eligibility of any
person for benefits hereunder, make factual determinations, correct defects,
supply omissions, and reconcile inconsistencies hereunder, and the
interpretation of the Administrator shall be binding on all interested
parties.  The committee may delegate to others some or all of its
authority and responsibility as Administrator, and may employ and rely on such
legal counsel, actuaries, accountants, and agents as it may deem advisable to
assist in the administration of the Agreement.

    


    The
Administrator will advise each Executive and beneficiary of any benefit to which
he or she is entitled
under the Agreement.  If any person believes that the Administrator
has failed to advise him or her of any benefit to which he or she is entitled or
to pay him or her any benefit then due under the Agreement, he or she may file a
written claim with the Administrator.  The Administrator shall review
the written claim and if the claim is denied, in whole or in part, shall provide
in writing within sixty days of receipt of such claim the specific reasons for
such denial, reference to the provisions of this Agreement upon which the denial
is based and notice of any additional material or information necessary to
perfect the claim.  Such written notice shall indicate the steps to be
taken by claimants if an appeal of the claim denial is desired.  A
claim shall be deemed denied if the Administrator fails to take any action
within the aforesaid sixty-day period.

    


    If
claimants desire to appeal, they must file such appeal with the Administrator in
writing within sixty days of the claim denial.  In connection with an
appeal, claimants may review this Agreement or any documents relating thereto
and submit any written issues and comments they may feel
appropriate.  In its sole discretion, the Administrator shall then
review the appeal and provide a written decision within sixty days of receipt of
such appeal.  This decision shall state the specific reasons for the
decision and shall include reference to specific provisions of this Agreement
upon which the decision is based.

    


    
      	
              22.

            	
              INDEMNIFICATION.

            


    

    


    To the
maximum extent permitted by law, the Administrator, and each person serving as a
member of the committee which is the Administrator, will not be held liable by
reason of any contract or other instrument executed by the Administrator or on
the Administrator's behalf, nor for any determination hereunder made or action
taken or not taken in good faith.  The Administrator, each member of
the committee, and each other person to whom any duty or power with respect to
the Agreement may be delegated will be indemnified and held harmless by the BHC
against any claims, damages, and other liabilities, including without limitation
all expenses (including attorneys' fees and costs), judgments, fines, and
amounts paid in settlement and actually and reasonably incurred by him or her in
connection with any action, suit, or proceeding arising out of the
Administrator’s responsibilities with respect to the Agreement, provided,
however, that this indemnification will not apply if the individual concerned
did not act in good faith and in the manner he or she reasonably believed to be
in (or not opposed to) the best interest of the BHC, or, with respect to any
criminal action or proceeding, had reasonable cause to believe his or her
conduct was unlawful.  This indemnification provision is in addition
to any other indemnification provisions which may apply and shall not reduce any
rights under such other provisions.



    
      
         


      

      
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    IN
WITNESS WHEREOF, the BHC has caused this Agreement to be signed in its corporate
name by its duly authorized officer, and Executive has hereunto set his or her
hand, all effective as of the day and year first above written.

    


    
      
        
          
            
              
                
                  	 
      	
                          FIRST
      FINANCIAL BANCORP

                        
	 
      	 
      
	 
      	
                          /s/Greg
      A. Gehlmann

                        
	 
      	
                          By:  Greg
      A. Gehlmann

                        
	
                          /s/Kathleen
      Janssen

                        	
                          Title:  Senior
      Vice President, Corporate General Counsel

                        
	
                          Witness

                        	 
      
	 
      	 
      
	 
      	
                          EXECUTIVE:

                        
	 
      	 
      
	 
      	
                          /s/Claude
      E. Davis

                        
	 
      	
                          Claude
      E. Davis, President and
CEO

                        


                

              

            

          

        

      

    

    /s/ Terri
J. Ziepfel

    
      
      

    

    Witness



    
      
         


      

      
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