Unassociated Document


    
      Exhibit
10.3

       

       

    

    December
[•], 2008

     

    [Name]

     

    [Address]

     

    Dear
[Name],

     

    First
Financial Bancorp. (the “Corporation”)
anticipates entering into a Securities Purchase Agreement (the “Agreement”)
with the United States Department of Treasury (the “Treasury”)
which provides, among other things, for the Treasury’s purchase of securities
issued by the Corporation.  This purchase is expected to occur as part
of the Company’s participation in the Treasury’s Troubled Asset Relief
Program—Capital Purchase Program (the “Program”).

     

    As a
condition to the closing of the investment contemplated by the Agreement, the
Corporation is required to take certain actions with respect to compensation
arrangements of its senior executive officers.  The Corporation has
determined that you are or may be a senior executive officer for the purposes of
the Program.  To comply with the requirements of the Program, and in
consideration of the benefits that you will receive as a result of the
Corporation’s participation in the Program and for other good and valuable
consideration, the sufficiency of which you hereby acknowledge, you agree as
follows:

     

    
      	
              (1)  

            	
              No Golden Parachute
      Payments.  You will not be entitled to receive from the
      Corporation any Golden Parachute Payments (as defined below) during any
      period in which the Treasury holds an equity or debt position acquired
      from the Corporation under the Program (the “Covered
      Period”).  The Corporation shall work with you between
      the date first listed above and December 31, 2008 in order to determine
      the potential payments and benefits which may be subject to the foregoing
      limitation and, if necessary, to determine the order in which such
      payments and benefits shall be reduced, if
  necessary.

            


    

     

    
      	
              (2)  

            	
              Recovery of Bonus and
      Incentive Compensation.  You will be required to and
      shall return to the Corporation any bonus or incentive compensation paid
      to you by the Corporation during the Covered Period if such bonus or
      incentive compensation is paid to you based on materially inaccurate
      financial statements or any other materially inaccurate performance metric
      criteria.

            


    

     

    
      	
              (3)  

            	
              Compensation Program
      Amendments.  Each of the Corporation’s compensation,
      bonus, incentive and other benefit plans, arrangements and agreements,
      including your Employment Agreement (all such plans, arrangements and
      agreements, the “Benefit
      Plans”) are hereby amended to the extent necessary to give effect
      to provisions (1) and (2) above.  The Corporation is also
      required, as a condition of participation in the Program, to review the
      Benefit Plans to ensure that they do not encourage the Corporation’s
      senior executive officers to take unnecessary and excessive risks that
      threaten the value of the Corporation.  To the extent that the
      Corporation determines that the Benefit Plans must be revised as a result
      of such review, you and the Corporation agree to negotiate and effect such
      changes promptly and in good faith.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              (4)  

            	
              Definitions and
      Interpretations.  This letter shall be interpreted as
      follows:

            


    

     

    
      	
              ·  

            	
              “Interim
      Final Rule” shall mean the interim final rule issued by the
      Treasury at 31 C.F.R. Part 30, effective on October 20,
    2008

            


    

     

    
      	
              ·  

            	
              “Senior
      Executive Officer” means the Corporation’s “senior executive
      officers” as defined in Q&A 2 of the Interim Final
    Rule.

            


    

     

    
      	
              ·  

            	
              “Golden
      Parachute Payments” shall have the meaning set forth in Q&A 9
      of the Interim Final Rule.

            


    

     

    
      	
              ·  

            	
              The
      term “Corporation”
      includes any entities treated as a single employer with the Corporation
      under Q&A 1 and Q&A 11 of the Interim Final
  Rule.

            


    

     

    
      	
              (5)  

            	
              Miscellaneous.  To
      the extent not subject to federal law, this letter will be governed by and
      construed in accordance with the laws of the State of
      Ohio.  This letter may be executed in two or more counterparts,
      each of which will be deemed to be an original.  A signature
      transmitted by facsimile will be deemed an original
    signature.

            


    

     

    
      	
              (6)  

            	
              While
      effective, this letter agreement applies to and modifies any previous
      agreements or understandings, including your employment agreement, between
      you and the Corporation. If the Treasury does not purchase the securities
      contemplated by the Agreement, then this letter shall have no force or
      effect.  Additionally, when the Treasury no longer holds
      securities or debt of the Corporation acquired under the Program, this
      letter shall be of no further force or effect.  If you cease to
      be a Senior Executive Officer of the Corporation for the purposes of the
      Program, you shall be released from the restrictions and obligations set
      forth in this letter to the extent permissible under the
      Program.  If it is determined that you are not a senior
      executive officer of the Corporation as of the date first set forth above,
      this letter shall have no force or
effect.

            


    

     

    Please
indicate your agreement to the terms and conditions set forth in this letter by
executing it and returning it to Gregory Gehlmann, Senior Vice President and
General Counsel, by December [•], 2008.

     

    [Signature Page
Follows]

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      


       

      
        
          
            
              
                
                  
                    
                      	 
      	
                              Sincerely,

                            	 
      	 
	 	 	 	 
	 
      	
                              FIRST
      FINANCIAL BANCORP.

                            	 
	 
      	 
      	 
      	 
	 
      	
                              By:

                            	
                               

                            	 
	 
      	
                              Name:

                            	
                               

                            	 
	 
      	
                              Title:

                            	
                               

                            	 


                    

                  

                

              

            

          

        

      

       

      Intending
to be legally bound, I agree with and accept the foregoing terms on the date set
forth below.

       

      
        
          
            
              
                
                  
                    	 
      	 
      	 
      	 
	 
      	
                            By:

                          	
                             

                          	 
	 
      	
                            Name:

                          	
                             

                          	 
	 
      	
                            Title:

                          	
                             

                          	 
	 
      	
                            Date: