Exhibit 4.2


 


 



 





FIRST FINANCIAL BANCORP.,





Company,


 


AND


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Trustee


 


SECOND

SUPPLEMENTAL

INDENTURE


 


Dated as of

April 30, 2020


 


TO


 


SUBORDINATED

INDENTURE


 


Dated as of

August 25, 2015


 


5.25% FIXED-TO-FLOATING RATE SUBORDINATED
NOTES DUE 2030


 


 






 






     


     


    

 


Table of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I	DEFINITIONS	2
	 	 	 
	Section 1.1	Definitions	2
	 	 	 
	ARTICLE II	GENERAL TERMS AND CONDITIONS OF THE NOTES	8
	Section 2.1	Designation and Principal Amount	8
	Section 2.2	Form and Denomination of Notes	8
	Section 2.3	Initial Limit on Amount of Series	8
	Section 2.4	Rank; Subordination	8
	Section 2.5	Further Issues Without Holders’ Consent	9
	Section 2.6	Form and Payment	9
	Section 2.7	Interest	9
	Section 2.8	Redemption	12
	Section 2.9	No Sinking Fund	13
	Section 2.10	Notes Not Convertible or Exchangeable	13
	Section 2.11	Events of Default	13
	Section 2.12	Global Securities	13
	Section 2.13	No Additional Amounts	14
	 	 	 
	ARTICLE III	ORIGINAL ISSUE OF NOTES	14
	 	 	 
	Section 3.1	Original Issue of Notes	14
	 	 	 
	ARTICLE IV	DEFEASANCE	14
	 	 	 
	Section 4.1	Defeasance Applicable to Notes	14
	 	 	 
	ARTICLE V	MISCELLANEOUS	14
	 	 	 
	Section 5.1	Ratification of Indenture	14
	Section 5.2	Conflict with Trust Indenture Act	14
	Section 5.3	Effect of Headings and Table of Contents	15
	Section 5.4	Successors and Assigns	15
	Section 5.5	Separability Clause	15
	Section 5.6	Benefits of Indenture	15
	Section 5.7	Governing Law	15
	Section 5.8	Waiver of Jury Trial	15
	Section 5.9	Counterparts	15
	Section 5.10	Trustee	16



 






    i


     


    




 


THIS
SECOND SUPPLEMENTAL INDENTURE, dated as of April 30, 2020 (this “Supplemental Indenture”), between First
Financial Bancorp., an Ohio corporation having an address at 255 East Fifth Street, Suite 800, Cincinnati, Ohio 45202 (hereinafter
called the “Company,” which term shall include any successors and assigns pursuant to the terms of this Supplemental
Indenture), and Wells Fargo Bank, National Association, a national banking association having a corporate trust office at 150
East 42nd Street, 40th Floor, New York, New York 10017 (hereinafter called the “Trustee”).


 


WHEREAS,
the Company executed and delivered the Subordinated Indenture (the “Indenture”), dated as of August 25,
2015, to the Trustee, to provide for the issuance from time to time of the Company’s notes or other evidences of indebtedness
(the “Securities”), to be issued in one or more series;


 


WHEREAS,
pursuant to the terms of the Indenture, the Company desires to provide for the establishment of a series of its Securities under
the Indenture to be known as its “5.25% Fixed-to-Floating Rate Subordinated Notes due 2030” (the “Notes”),
the form and substance of and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this
Supplemental Indenture;


 


WHEREAS,
the Capital Markets Committee of the Board of Directors of the Company, pursuant to authority granted to it by the Board of Directors
of the Company on April 21, 2020 and resolutions duly adopted by the Capital Markets Committee on April 23, 2020, has
duly authorized the issuance of the Notes and the amendments to the Indenture provided for in this Supplemental Indenture, and
has authorized the proper officers of the Company to execute any and all appropriate documents necessary or appropriate to effect
each such issuance;


 


WHEREAS,
this Supplemental Indenture is being entered into pursuant to the provisions of Section 201, Section 301, Section 303
and Article IX of the Indenture;


 


WHEREAS,
the Company has requested that the Trustee execute and deliver this Supplemental Indenture; and


 


WHEREAS,
all things necessary to make this Supplemental Indenture a valid agreement of the Company, in accordance with its terms, and to
make each of the Notes, when executed by the Company and authenticated and delivered by the Trustee or an authentication agent,
the valid obligations of the Company, have been performed, and the execution and delivery of this Supplemental Indenture has been
duly authorized in all respects;


 


NOW
THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose
of setting forth, as provided in the Indenture, the forms and terms of the Notes, the Company covenants and agrees with the Trustee,
for the equal and proportionate benefit of the Holders of the Notes, as follows:


 






     


     


    

 


ARTICLE I


 


DEFINITIONS


 


Section 1.1     Definitions.


 


For
all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


(a)            all
references in this instrument to designated “Articles,” “Sections” and other subdivisions are to be designated
Articles, Sections and other subdivisions of this instrument unless the context otherwise requires; the words “herein,”
 “hereof” and “hereunder” and other words of similar import refer to this Supplemental Indenture as a whole
and not to any particular Article, Section or other subdivision;


 


(b)            each
term defined in the Indenture has the same meaning when used in this Supplemental Indenture, except to the extent specifically
defined herein, in which case the meaning ascribed to it in this Supplemental Indenture shall control; and


 


(c)            Section 101
of the Indenture is amended and supplemented, solely with respect to the Notes, by inserting the following additional defined
terms in their appropriate alphabetical positions:


 


“Administrative
or Judicial Action” has the meaning provided in the definition of “Tax Event.”


 


“Benchmark”
means, initially, Three-Month Term SOFR; provided that if the Calculation Agent determines on or prior to the Reference Time that
a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or
the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.


 


“Benchmark
Replacement” means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement
Adjustment for such Benchmark; provided that if (a) the Calculation Agent cannot determine the Interpolated Benchmark as
of the Benchmark Replacement Date or (b) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event
and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated
Benchmark with respect to Three-Month Term SOFR shall be determined), then


 


“Benchmark
Replacement” means the first alternative set forth in the order below that can be determined by the Calculation Agent
as of the Benchmark Replacement Date:


 


(1)            Compounded
SOFR;


 


(2)            the
sum of: (a) the alternate rate that has been selected or recommended by the Relevant Governmental Body as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;


 






    2 


     


    

 


(3)            the
sum of: (a) the ISDA Fallback Rate, and (b) the Benchmark Replacement Adjustment;


 


(4)            the
sum of: (a) the alternate rate that has been selected by the Calculation Agent as the replacement for the then-current Benchmark
for the applicable Corresponding Tenor, giving due consideration to any industry-accepted rate as a replacement for the then-current
Benchmark for U.S. dollar-denominated floating rate securities at such time, and (b) the Benchmark Replacement Adjustment.


 


“Benchmark
Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Calculation
Agent as of the Benchmark Replacement Date:


 


(1)            the
spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value
or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;


 


(2)            if
the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and


 


(3)            the
spread adjustment (which may be a positive or negative value or zero) that has been selected by the Calculation Agent giving due
consideration to any industry-accepted spread adjustment or method for calculating or determining such spread adjustment, for
the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated
floating rate securities at such time.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of  “interest period,” timing and frequency of determining rates
with respect to each interest period and making payments of interest, rounding of amounts or tenors, and other administrative
matters) that the Calculation Agent decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner
substantially consistent with market practice (or, if the Calculation Agent decides that adoption of any portion of such market
practice is not administratively feasible or if the Calculation Agent determines that no market practice for use of the Benchmark
Replacement exists, in such other manner as the Calculation Agent determines is reasonably necessary).


 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


(1)            in
the case of clause (1) of the definition of  “Benchmark Transition Event,” the relevant Reference Time in
respect of any determination;


 


(2)            in
the case of clause (2) or (3) of the definition of  “Benchmark Transition Event,” the later of (a) the
date of the public statement or publication of information referenced therein and (b) the date on which the administrator
of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or


 






    3 


     


    

 



 


(3)            in
the case of clause (4) of the definition of  “Benchmark Transition Event,” the date of the public statement
or publication of information referenced therein.


 


For the avoidance
of doubt, for purposes of the definitions of Benchmark Replacement Date and Benchmark Transition Event, references to the Benchmark
also include any reference rate underlying the Benchmark (for example, if the Benchmark becomes Compounded SOFR, references to
the Benchmark would include SOFR).


 


For the avoidance
of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference
Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time
for such determination.


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


(1)            if
the Benchmark is Three-Month Term SOFR, (a) the Relevant Governmental Body has not selected or recommended a forward-looking
term rate for a tenor of three months based on SOFR, (b) the development of a forward-looking term rate for a tenor of three
months based on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete or (c) the Company
determines that the use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible;


 


(2)            a
public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator
has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide the Benchmark;


 


(3)            a
public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central
bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution
authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution
authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease
to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no
successor administrator that will continue to provide the Benchmark; or


 


(4)            a
public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that
the Benchmark is no longer representative.


 


“Business
Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which the Trustee or
banking institutions in Cincinnati, Ohio or The City of New York are authorized or required by law, regulation or executive order
to close.


 


“Calculation
Agent” means the agent appointed by the Company prior to the commencement of the Floating Rate Period (which may include
the Company or any of its Affiliates) to act in accordance with Section 2.7. The Company shall initially act as the Calculation
Agent.


 






    4


     


    

 


“Compounded
SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for
this rate, and conventions for this rate being established by the Calculation Agent in accordance with:


 


(1)            the
rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for
determining compounded SOFR; provided that:


 


(2)            if,
and to the extent that, the Calculation Agent determines that Compounded SOFR cannot be determined in accordance with clause (1) above,
then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Calculation Agent giving
due consideration to any industry-accepted market practice for U.S. dollar-denominated floating rate securities at such time.


 


For the avoidance
of doubt, the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment (if applicable) and the spread
of 509 basis points per annum.


 


“Corresponding
Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length
(disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.


 


“DTC”
means The Depository Trust Company.


 


“Federal
Reserve” has the meaning provided in the definition of “Tier 2 Capital Event.”


 


“Federal
Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


“Fixed
Rate Interest Payment Date” has the meaning provided in Section 2.7(a).


 


“Fixed
Rate Period” has the meaning provided in Section 2.7(a).


 


“Fixed
Rate Regular Record Date” has the meaning provided in Section 2.7(a).


 


“Floating
Rate Interest Payment Date” has the meaning provided in Section 2.7(b).


 


“Floating
Rate Period” has the meaning provided in Section 2.7(b).


 


“Floating
Rate Regular Record Date” has the meaning provided in Section 2.7(b).


 


“Interest
Payment Date” has the meaning provided in Section 2.7(b).


 


“interest
period” means the period from and including the immediately preceding Interest Payment Date in respect of which interest
has been paid or duly provided for or, if no interest has been paid or duly provided for, from and including the Issue Date to,
but excluding, the applicable Interest Payment Date or the Maturity Date or date of earlier redemption, if applicable.


 






    5


     


    

 


“Interpolated
Benchmark” with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a
linear basis between: (1) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than
the Corresponding Tenor, and (2) the Benchmark for the shortest period (for which the Benchmark is available) that is longer
than the Corresponding Tenor.


 


“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.
or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate
derivatives published from time to time.


 


“ISDA
Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply
for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event
with respect to the Benchmark for the applicable tenor.


 


“ISDA
Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective
upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable
ISDA Fallback Adjustment.


 


“Issue
Date” means April 30, 2020.


 


“Maturity
Date” has the meaning provided in Section 2.2.


 


“Redemption
Date” has the meaning provided in Section 2.8.


 


“Reference
Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Three-Month Term SOFR, the
time determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions, and (2) if the Benchmark
is not Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Benchmark Replacement Conforming
Changes.


 


“Relevant
Governmental Body” means the Federal Reserve and/or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Federal Reserve and/or the Federal Reserve Bank of New York or any successor thereto.


 


“SOFR”
means the secured overnight financing rate published by the Federal Reserve Bank of New York, as the administrator of the Benchmark
(or a successor administrator), on the Federal Reserve Bank of New York’s Website.


 


“Tax Event”
means the receipt by the Company of an opinion of independent tax counsel to the effect that as a result of (a) an amendment
to or change (including any announced prospective amendment or change) in any law or treaty, or any regulation thereunder, of the
United States or any of its political subdivisions or taxing authorities; (b) a judicial decision, administrative action,
official administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any notice or
announcement of intent to adopt or promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an “Administrative
or Judicial Action”); or (c) an amendment to or change in any official position with respect to, or any interpretation
of, an Administrative or Judicial Action or a law or regulation of the United States that differs from the previously generally
accepted position or interpretation, in each case, which change or amendment or challenge becomes effective or which pronouncement,
decision or challenge is announced on or after the original issue date of the Notes, there is more than an insubstantial risk that
interest payable by the Company on the Notes is not, or, within 90 days of the date of such opinion, will not be, deductible by
the Company, in whole or in part, for United States federal income tax purposes.


 






    6


     


    

 


“Term
SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental
Body.


 


“Term
SOFR Administrator” means any entity designated by the Relevant Governmental Body as the administrator of Term SOFR (or
a successor administrator).


 


“Three-Month
Term SOFR” means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator
at the Reference Time for any interest period, as determined by the Calculation Agent after giving effect to the Three-Month Term
SOFR Conventions. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary,
to the nearest one-hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%.


 


“Three-Month
Term SOFR Conventions” means any determination, decision or election with respect to any technical, administrative or
operational matter (including with respect to the manner and timing of the publication of Three-Month Term SOFR, or changes to
the definition of “interest period,” timing and frequency of determining Three-Month Term SOFR with respect to each
interest period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation
Agent decides may be appropriate to reflect the use of Three-Month Term SOFR as the Benchmark in a manner substantially consistent
with market practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Calculation Agent determines that no market practice for the use of Three-Month Term SOFR exists, in such other
manner as the Calculation Agent determines is reasonably necessary).


 


“Tier
2 Capital Event” means the Company’s good faith determination that, as a result of (a) any amendment to, or
change in, the laws, rules or regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality
of the United States, including the Federal Reserve and other federal bank regulatory agencies) or any political subdivision of
or in the United States that is enacted or becomes effective after the original issue date of the Notes; (b) any proposed
change in those laws, rules or regulations that is announced or becomes effective after the original issue date of the Notes;
or (c) any official administrative decision or judicial decision or administrative action or other official pronouncement
interpreting or applying those laws, rules, regulations, policies or guidelines with respect thereto that is announced after the
original issue date of the Notes, there is more than an insubstantial risk that the Company will not be entitled to treat the Notes
then outstanding as “Tier 2 Capital” (or its equivalent) for purposes of the capital adequacy rules or regulations
of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (or, as and if applicable, the
capital adequacy rules or regulations of any successor appropriate federal banking agency) as then in effect and applicable
to the Company, for so long as any Notes are outstanding.


 






    7


     


    

 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 


ARTICLE II


 


GENERAL
TERMS AND CONDITIONS OF THE NOTES


 


Section 2.1         Designation
and Principal Amount.


 


There is hereby authorized and established
a series of Securities under the Indenture, designated as the “5.25% Fixed-to-Floating Rate Subordinated Notes due 2030.”


 


Section 2.2        Form and
Denomination of Notes.


 


The definitive form of the Notes and the
Trustee’s Certificate of Authentication to be endorsed thereon shall be substantially in the form set forth in Exhibit A
attached hereto, which is incorporated herein and made part hereof. The Notes shall bear interest and have such other terms as
are stated in the form of definitive Notes or in the Indenture, as supplemented by this Supplemental Indenture. The Stated Maturity
of the Notes shall be May 15, 2030 (the “Maturity Date”). The Notes shall be issued in denominations of
$1,000 and integral multiples of $1,000 in excess thereof.


 


Section 2.3        Initial
Limit on Amount of Series.


 


The Notes shall initially be limited to
U.S. $150,000,000 in aggregate principal amount, and may, upon the execution and delivery of this Supplemental Indenture or from
time to time thereafter, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon the delivery of a Company Order. Following the initial issuance of the Notes, the
aggregate principal amount of Notes may be increased as provided in Section 2.5 hereof.


 


Section 2.4         Rank;
Subordination.


 


The Notes are unsecured and shall rank subordinate
and junior, to the extent and in the manner set forth in the Indenture, in right of payment and upon liquidation of all the Company’s
obligations to the holders of Senior Indebtedness of the Company. The Notes shall rank equally among themselves and with all of
the Company’s other subordinated unsecured indebtedness that, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding, provides that such obligations are not superior in right of payment to the Notes or to other
indebtedness that is pari passu with, or is not subordinate to, the Notes. It is intended that the Notes be and are Tier
2 capital or the equivalent, for all regulatory purposes.


 






    8


     


    

 


Section 2.5        Further
Issues Without Holders’ Consent.


 


The Company may, without notice to or the
consent of the Holders of the Notes, but in compliance with the terms of the Indenture and this Supplemental Indenture, create
and issue additional Notes having the same ranking, interest rate, maturity date and other terms as the Notes (other than the date
of issuance, the issue price, the initial interest accrual date and the first Interest Payment Date). Any such additional Notes
will rank equally and ratably with the Notes. Any such additional Notes, together with the Notes initially issued hereunder, will
constitute a single series of Securities for all purposes under the Indenture. Notwithstanding anything to the contrary in the
foregoing, no additional Notes may be issued unless (1) the additional Notes will be fungible with the Notes initially issued
hereunder for United States securities law purposes, (2) (a) the additional Notes are issued pursuant to a “qualified
reopening” of the Notes initially issued hereunder for United States federal income tax purposes, or (b) the Notes initially
issued hereunder were, and the additional Notes are, issued without any original issue discount for United States federal income
tax purposes and (3) the additional Notes have the same CUSIP number as the Notes initially issued hereunder. No additional
Notes may be issued if any Event of Default has occurred and is continuing with respect to the Notes.


 


Section 2.6        Form and
Payment.


 


Principal of, Additional Amounts, if any,
and interest on the Notes shall be payable in U.S. Dollars.


 


Section 2.7        Interest.


 


(a)            The
Notes will bear interest at a fixed rate of 5.25% per annum from and including April 30, 2020 to, but excluding, May 15,
2025 or earlier Redemption Date (the “Fixed Rate Period”). Interest accrued on the Notes during the Fixed Rate
Period will be payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15,
2020 (each such date, a “Fixed Rate Interest Payment Date”). The last Fixed Rate Interest Payment Date shall
be May 15, 2025, unless the Notes are earlier redeemed. The interest payable during the Fixed Rate Period will be paid to
each Holder in whose name a Note is registered at the close of business on the fifteenth day (whether or not a Business Day) immediately
preceding the applicable Fixed Rate Interest Payment Date (each such date, a “Fixed Rate Regular Record Date”).


 


(b)            The
Notes will bear a floating interest rate from, and including May 15, 2025, to, but excluding, the Maturity Date or earlier
Redemption Date (the “Floating Rate Period”). The floating interest rate will be reset quarterly, and the interest
rate for any Floating Rate Period shall be equal to the then-current Three-Month Term SOFR plus 509 basis points for each quarterly
interest period during the Floating Rate Period. During the Floating Rate Period, interest on the Notes will be payable quarterly
in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2025
(each such date, a “Floating Rate Interest Payment Date” and, together with a Fixed Rate Interest Payment Date,
an “Interest Payment Date”). The interest payable during the Floating Rate Period will be paid to each Holder
in whose name a Note is registered at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding
the applicable Floating Rate Interest Payment Date (each such date, a “Floating Rate Regular Record Date”).
Notwithstanding the foregoing, if Three-Month Term SOFR (or other applicable Benchmark) is less than zero, then Three-Month Term
SOFR (or other such Benchmark) shall be deemed to be zero. The Calculation Agent will provide the Company and the Trustee with
the interest rate in effect on the Notes promptly after the Reference Time (or such other date of determination for the applicable
Benchmark).


 






    9


     


    

 


(c)            The
amount of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis of
a 360-day year consisting of twelve 30-day months to, but excluding, May 15, 2025, and, the amount of
interest payable on any Floating Rate Interest Payment Date during the Floating Rate Period will be computed on the basis of a 360-day year
on the basis of the actual number of days elapsed. The Company or the Calculation Agent, as applicable, shall calculate the amount
of interest payable on any Interest Payment Date and the Trustee shall have no duty to confirm or verify any such calculation.
In the event that any scheduled Interest Payment Date or the Maturity Date for the Notes falls on a day that is not a Business
Day, then payment of interest payable on such Interest Payment Date or of principal and interest payable on the Maturity Date will
be paid on the next succeeding day which is a Business Day (any payment made on such date will be treated as being made on the
date that the payment was first due and no interest on such payment will accrue for the period from and after such scheduled Interest
Payment Date); provided, that in the event that any scheduled Floating Rate Interest Payment Date falls on a day that is not a
Business Day and the next succeeding Business Day falls in the next succeeding calendar month, such Floating Rate Interest Payment
Date will be accelerated to the immediately preceding Business Day, and, in each such case, the amounts payable on such Business
Day will include interest accrued to, but excluding, such Business Day. Dollar amounts resulting from interest calculations will
be rounded to the nearest cent, with one half cent being rounded upward.


 


(d)            The
Company shall take such actions as are necessary to ensure that from the commencement of the Floating Rate Period for so long as
any of the Notes remain outstanding there will at all times be a Calculation Agent appointed to calculate Three-Month Term SOFR
in respect of each Floating Rate Period. The calculation of Three-Month Term SOFR for each applicable Floating Rate Period by the
Calculation Agent will (in the absence of manifest error) be final and binding. The Calculation Agent’s determination of
any interest rate and its calculation of interest payments for any period will be maintained on file at the Calculation Agent’s
principal offices, will be made available to any Holder of the Notes upon request and will be provided to the Trustee. The Calculation
Agent shall have all the rights, protections and indemnities afforded to the Trustee under the Indenture and hereunder. The Calculation
Agent may be removed by the Company at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or
is removed by the Company, the Company will promptly appoint a replacement Calculation Agent. The Calculation Agent may not resign
its duties without a successor having been duly appointed; provided, that if a successor Calculation Agent has not been appointed
by the Company and such successor accepted such position within 30 days after the giving of notice of resignation by the Calculation
Agent, then the resigning Calculation Agent may petition, at the expense of the Company, any court of competent jurisdiction for
the appointment of a successor Calculation Agent with respect to such series. The Trustee shall not be under any duty to succeed
to, assume or otherwise perform, any duties of the Calculation Agent, or to appoint a successor or replacement in the event of
the Calculation Agent’s resignation or removal or to replace the Calculation Agent in the event of a default, breach or failure
of performance on the part of the Calculation Agent with respect to the Calculation Agent’s duties and obligations hereunder.
For the avoidance of doubt, if at any time there is no Calculation Agent appointed by the Company, then the Company shall be the
Calculation Agent. The Company may appoint itself or any of its Affiliates to be the Calculation Agent.


 



    10


     


    




 


(e)            Effect
of Benchmark Transition Event.


 


(1)            If
the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on
or prior to the Reference Time in respect of any determination of the Benchmark on any date, then the Benchmark Replacement will
replace the then-current Benchmark for all purposes relating to the Notes during the Floating Rate Period in respect of such determination
on such date and all determinations on all subsequent dates. In connection with the implementation of a Benchmark Replacement,
the Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time.


 


(2)            Notwithstanding
anything set forth in Section 2.7(b) above, if the Calculation Agent determines on or prior to the relevant Reference
Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term
SOFR, then the provisions set forth in this Section 2.7(e) will thereafter apply to all determinations of the interest
rate on the Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date
have occurred, the interest rate on the Notes for each interest period during the Floating Rate Period will be an annual rate equal
to the Benchmark Replacement plus 509 basis points.


 


(3)            The
Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Notes,
including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 2.7(e). Any determination,
decision or election that may be made by the Calculation Agent under the terms of the Notes, including any determination with respect
to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision
to take or refrain from taking any action or selection (A) will be conclusive and binding on the Holders of the Notes and
the Trustee absent manifest error, (B) if made by the Company as Calculation Agent, will be made in the Company’s sole
discretion, (C) if made by a Calculation Agent other than the Company, will be made after consultation with the Company, and
the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects and (D) notwithstanding
anything to the contrary herein or in the Indenture, shall become effective without consent from the Holders of the Notes, the
Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required
to make under the terms of the Notes, then the Company will make such determination, decision or election on the same basis as
described above.


 


(4)            The
Company (or its Calculation Agent) shall notify the Trustee in writing (i) upon the occurrence of the Benchmark Transition
Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes
and other items affecting the interest rate on the Notes after a Benchmark Transition Event.


 






    11


     


    

 


(5)            The
Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month
Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation,
whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or
an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination
of whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through
(D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided
by the Company or its Calculation Agent, as applicable, and (ii) liability for any failure or delay in performing its duties
hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation,
as a result of the Company’s or Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s
failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation
Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions,
a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be
responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the
Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of
the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice,
Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification,
investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that
adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with
the adoption of any Benchmark Replacement Conforming Changes).


 


(6)            If
the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term
SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest
during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation
Agent, then the relevant Three-Month Term SOFR Conventions will apply.


 


Section 2.8        Redemption.


 


(a)            The
Notes shall be redeemable, in each case, in whole or in part from time to time, at the option of the Company beginning with the
Interest Payment Date on May 15, 2025, but not prior thereto (except upon the occurrence of certain events specified below),
and on any Interest Payment Date thereafter (each, a “Redemption Date”), subject to obtaining the prior approval
of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve. The Notes may
not otherwise be redeemed prior to the Maturity Date, except that the Company may, at its option, redeem the Notes before the Maturity
Date, in whole, but not in part, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is
then required under the rules of the Federal Reserve, upon the occurrence of a Tier 2 Capital Event or a Tax Event, or if
the Company is required to register as an investment company pursuant to the Investment Company Act of 1940, as amended (15 U.S.C. 80a-1 et
seq.). Any such redemption will be at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus
accrued and unpaid interest to, but excluding, the Redemption Date fixed by the Company. The provisions of Article XI of the
Indenture shall apply to any redemption of the Notes pursuant to this Section 2.8. Any partial redemption will be made in
accordance with DTC’s applicable procedures among all of the Holders of the Notes. If any Note is to be redeemed in part
only, the notice of redemption relating to such Note shall state that it is a partial redemption and the portion of the principal
amount thereof to be redeemed, and a replacement Note in principal amount equal to the unredeemed portion thereof will be issued
in the name of the Holder thereof upon cancellation of the original Note.


 






    12


     


    

 


(b)            Any
notice of redemption provided to the Holders of the Notes may be conditional in the Company’s discretion, and the Company
may delay the Redemption Date until such time as any or all of such conditions have been satisfied or revoked by the Company if
it determines that such conditions will not be satisfied. The Company will provide written notice to the Trustee prior to the close
of business two Business Days prior to the Redemption Date (or such shorter period as may be acceptable to the Trustee) if any
such redemption has been rescinded or delayed, and upon receipt the Trustee will provide such notice to each Holder of the Notes
in the same manner in which the notice of redemption was given.


 


Section 2.9        No
Sinking Fund.


 


No sinking fund will be provided with respect
to the Notes. In no event shall any Holder of the Notes have the right to require the Company to call, redeem or repurchase the
Notes, in whole or in part, and Section 1301 of the Indenture shall not be applicable to the Notes. Nothing in this Section 2.9
shall limit the ability of Holders of Notes to enforce their rights to the payment of principal, Additional Amounts, if any, and
interest on the Notes at maturity as provided in the Notes and in the Indenture, including Section 507 of the Indenture.


 


Section 2.10       Notes
Not Convertible or Exchangeable.


 


The Notes will not be convertible or exchangeable for other
securities or property.


 


Section 2.11      Events
of Default.


 


Only the Events of Default described in
clauses (5) and (6) of Section 501 of the Indenture shall permit acceleration of the maturity of the Notes, as provided
in Section 502 of the Indenture.


 


Section 2.12      Global
Securities.


 


The Notes shall be issued as Registered
Securities and in the form of one or more permanent global Securities, without coupons, registered in the name of the Depository
or its nominee. The initial Depository for the Notes shall be DTC. Except as otherwise provided in Section 305 of the Indenture,
the global Securities described above may be transferred by the Depository, in whole but not in part, only to a nominee of the
Depository, or by a nominee of the Depository to the Depository, or to a successor Depository or to a nominee of such successor
Depository.


 






    13


     


    

 


Owners of beneficial interests in such global
Securities will not be considered the Holders thereof for any purpose under the Indenture. The rights of owners of beneficial interests
in such global Securities shall be exercised only through the Depository.


 


Section 2.13      No
Additional Amounts.


 


In the event that any payment on the Notes
is subject to withholding of any U.S. federal income tax or other tax or assessment (as a result of a change in law or otherwise),
the Company will not pay additional amounts with respect to such tax or assessment.


 


ARTICLE III


 


ORIGINAL
ISSUE OF NOTES


 


Section 3.1        Original
Issue of Notes.


 


The Notes may, upon execution of this Supplemental
Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon Company Order,
authenticate and deliver such Notes as in such Company Order provided.


 


ARTICLE IV


 


DEFEASANCE


 


Section 4.1        Defeasance
Applicable to Notes.


 


Pursuant to Section 301(18) and Section 403
of the Indenture, provision is hereby made for defeasance of the Notes under Section 403 of the Indenture upon the terms and
conditions contained in Article IV of the Indenture.


 


ARTICLE V


 


MISCELLANEOUS


 


Section 5.1         Ratification
of Indenture.


 


The Indenture, as supplemented by this Supplemental
Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in
the manner and to the extent herein and therein provided; provided, however, that the provisions of this Supplemental Indenture
shall apply solely with respect to the Notes and shall govern in the event of any difference with the Indenture.


 


Section 5.2        Conflict
with Trust Indenture Act.


 


If any provision hereof limits, qualifies
or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture,
the latter provision shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified
or to be excluded, as the case may be.


 



    14


     


    







 


Section 5.3        Effect
of Headings and Table of Contents.


 


The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect the construction hereof.


 


Section 5.4        Successors
and Assigns.


 


All covenants and agreements in this Supplemental
Indenture by the Company shall bind its successors and assigns, whether expressed or not.


 


Section 5.5        Separability
Clause.


 


In case any provision in this Supplemental
Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


Section 5.6        Benefits
of Indenture.


 


Nothing in this Supplemental Indenture or
in the Notes, express or implied, shall give to any Person, other than the Holders of the Securities, the parties hereto and their
successors hereunder, any benefit of any legal or equitable right, remedy or claim under this Supplemental Indenture.


 


Section 5.7        Governing
Law.


 


This Supplemental Indenture and the Notes
shall be governed by and construed in accordance with the laws of the State of New York.


 


Section 5.8        Waiver
of Jury Trial.


 


EACH OF THE
COMPANY, THE TRUSTEE AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE SECURITIES, THE INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY.


 


Section 5.9        Counterparts.


 


This Supplemental Indenture may be executed
in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental
Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this
Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes.
Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 



    15


     


    

 





Section 5.10      Trustee.


 


The Trustee shall not be responsible for
and makes no representation as to the validity, sufficiency or adequacy of this Supplemental Indenture or the Notes, and it shall
not be responsible for any statement of the Company in this Supplemental Indenture or in the Notes. The Trustee makes no representations
with respect to the effectiveness or adequacy of this Supplemental Indenture. The Trustee shall not be accountable for the use
or application by the Company of the Notes or the proceeds thereof.


 


[Signature page follows on next
page]


 



    16


     


    




 



 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed all as of the day and year first above written.


 


	 	FIRST FINANCIAL
    BANCORP.
	 	 
	 	 
	 	By:	 /s/
    James M. Anderson
	 	Name: James
    M. Anderson
	 	Title: Executive
    Vice President and Chief Financial Officer
	 	 
	 	 
	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION,
	 	as Trustee
	 	 
	 	 
	 	By:	/s/
    Stefan Victory
	 	Name: Stefan
    Victory
	 	Title: Vice
    President



 


[Signature page to Second Supplemental
Indenture]


 






     


     


    

 


Exhibit A


 


FORM OF NOTE


 






     


     


    

 


FIRST FINANCIAL BANCORP.


 


5.25% FIXED-TO-FLOATING RATE SUBORDINATED NOTE DUE MAY 15,
2030


 


	No.1	$150,000,000


 


CUSIP No. 320209AB5

ISIN No. US320209AB57


 


THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO.,
THE NOMINEE OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITORY”). EXCEPT AS OTHERWISE PROVIDED IN SECTION 305
OF THE INDENTURE, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY
OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.


 


UNLESS THIS SECURITY
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO FIRST FINANCIAL BANCORP. (the “COMPANY”) OR ITS AGENT FOR
REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS SECURITY IS
NOT A DEPOSIT AND IT IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) OR ANY
OTHER GOVERNMENT AGENCY.


 


THIS SECURITY IS SUBORDINATED,
AS TO PRINCIPAL, INTEREST AND PREMIUM, AND ADDITIONAL AMOUNTS, IF ANY, TO ALL “SENIOR INDEBTEDNESS” OF THE
COMPANY, INCLUDING ALL OBLIGATIONS TO THE COMPANY’S DEPOSITORS AND GENERAL CREDITORS (OTHER THAN OBLIGATIONS TO TRADE
CREDITORS INCURRED IN THE ORDINARY COURSE OF THE COMPANY’S BUSINESS). THIS SECURITY IS NOT SECURED BY ANY ASSETS OF THE COMPANY
OR BY THE ASSETS OF ANY OF ITS SUBSIDIARIES OR AFFILIATES, IS NOT GUARANTEED BY ANY OF COMPANY’S SUBSIDIARIES OR AFFILIATES.


 






     


     


    

 


THIS SECURITY IS ISSUABLE
IN DENOMINATIONS OF $1,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. AS PROVIDED IN THE INDENTURE AND SUBJECT TO CERTAIN
LIMITATIONS THEREIN SET FORTH, SECURITIES OF THIS SERIES ARE EXCHANGEABLE FOR A LIKE AGGREGATE PRINCIPAL AMOUNT OF SECURITIES OF
SUCH SERIES OF A DIFFERENT AUTHORIZED DENOMINATION, AS REQUESTED BY THE HOLDER SURRENDERING THE SAME.


 


First Financial Bancorp.,
an Ohio corporation, and any successor thereto, as provided below (the “Company”), for value received, hereby
promises to pay or deliver, as the case may be, to CEDE & CO., or registered assigns, the principal sum of One Hundred
and Fifty Million United States Dollars ($150,000,000) on May 15, 2030 (the “Stated Maturity Date”), unless
redeemed prior to such date. This Security will bear interest at a fixed rate of 5.25% per annum from and including April 30,
2020, to, but excluding, May 15, 2025 (the “Fixed Rate Period”), unless redeemed prior to such date. Interest
accrued on this Security during the Fixed Rate Period will be payable semi-annually in arrears on May 15 and November 15
of each year (each such date, a “Fixed Rate Interest Payment Date”), with the first such Fixed Rate Interest
Payment Date being November 15, 2020, and the last such Fixed Rate Interest Payment Date being May 15, 2025, unless redeemed
prior to such date. This Security will bear interest at a floating per annum interest rate from and including May 15, 2025,
to, but excluding, the Stated Maturity Date or any earlier redemption date (the “Floating Rate Period”). The
floating interest rate will be reset quarterly, and the interest rate for any Floating Interest Period will be equal to the then-current
Benchmark plus 509 basis points. During the Floating Rate Period, interest on this Security will be payable quarterly in arrears
on February 15, May 15, August 15 and November 15 of each year (each such date, a “Floating Rate Interest
Payment Date”, and together with a Fixed Rate Interest Payment Date, an “Interest Payment Date”),
with the first such Floating Rate Interest Payment Date being August 15, 2025, and the last such Floating Rate Interest Payment
Date being the Stated Maturity Date or any earlier redemption date. Notwithstanding the foregoing, if the Benchmark is less than
zero, the Benchmark shall be deemed to be zero. Interest on each Fixed Rate Interest Payment Date is payable to holders of record
on the Fixed Rate Regular Record Date pursuant to the Indenture. Interest on each Floating Rate Interest Payment Date is payable
to holders of record on the Floating Rate Regular Record Date pursuant to the Indenture.


 


The
interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis of a 360-day year
consisting of twelve 30-day months to, but excluding, May 15, 2025. The interest payable on any Floating Rate Interest
Payment Date during the Floating Rate Period will be computed on the basis of a 360-day year and the number of days actually
elapsed. If a Fixed Rate Interest Payment Date or the Stated Maturity Date for this Security falls on a day that is not a
Business Day, the interest payable on such Interest Payment Date or the payment of principal and interest on the Stated Maturity
Date will be paid on the next succeeding Business Day, but the payments made on such dates will be treated as being made on the
date that the payment was first due and the Holder of this Security will not be entitled to any further interest or other payment.
If a Floating Rate Interest Payment Date falls on a day that is not a Business Day, then such Floating Rate Interest Payment Date
will be postponed to the next succeeding Business Day, unless such day falls in the next succeeding calendar month, in which case
such Floating Rate Interest Payment Date will be accelerated to the immediately preceding Business Day, and, in each such case,
the amounts payable on such Business Day will include interest accrued to, but excluding, such Business Day.


 






    -2- 


     


    

 


No
sinking fund will be provided with respect to this Security. In no event shall any Holder of this Security have the right to require
the Company to call, redeem or repurchase this Security, in whole or in part prior to maturity. Nothing in this paragraph, however,
shall limit the ability of the Holder of this Security to enforce its rights to the payment of principal and Additional Amounts,
if any, and interest on the Security at maturity as provided herein.


 


Payment
of the principal of and interest on this Security will be made at the Corporate Trust Office of the Trustee, or such other office
or agency of the Company maintained for that purpose in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company,
payment of interest may be made by check mailed to Holders of Registered Securities entitled thereto as such Holders shall appear
in the Securities Register.


 


Under
certain conditions, the Company may, without notice to or the consent of the Holder of this Security, create and issue additional
notes ranking equally with this Security and otherwise the same in all respects (except for the issue date, issue price, initial
interest accrual date and first Interest Payment Date), provided that no such additional notes may be issued unless
(1) the additional notes are fungible with this Security for United States securities law purposes, (2) (a) the
additional notes are issued pursuant to a “qualified reopening” of this Security for United States federal income tax
purposes, or (b) this Security was, and the additional notes are, issued without any original issue discount for United States
federal income tax purposes and (3) the additional notes have the same CUSIP number as this Security. No additional notes
may be issued if any Event of Default has occurred and is continuing with respect to this Security. Such additional notes shall
be consolidated and form a single series with this Security.


 


The
Securities shall be issued as registered securities in the form of one or more permanent global Securities, without coupons, registered
in the name of the Depository or its nominee. The global Securities described above may be transferred by the Depository, in whole
but not in part, only to a nominee of the Depository, or by a nominee of the Depository to the Depository, or to a successor Depository
or to a nominee of such successor Depository.


 


Owners
of beneficial interests in such global Securities will not be considered the Holders thereof for any purpose hereunder. The rights
of owners of beneficial interests in such global Securities shall be exercised only through the Depository.


 


Any
 “depository institution,” as defined in Section 3(c)(1) of the Federal Deposit Insurance Act, which holds
a Security (or beneficial interest therein) shall be deemed to have agreed by acquiring such Security (or beneficial interest)
to waive any rights to offset all or any portion of the indebtedness represented by such Security (or interest) against any indebtedness
or other obligations of such institution to the Company.


 






    -3- 


     


    

 


Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


 


Unless
the certificate of authentication hereon has been executed by the Trustee by the manual signature of an authorized signatory, this
Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


(Remainder of page intentionally left
blank)


 






    -4- 


     


    

 


IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed by manual or facsimile signature.


 


 


	 	FIRST FINANCIAL BANCORP.
	 	 
	 	By:	 
	 	 	Name: James M. Anderson
	 	 	Title: Executive Vice President and Chief Financial Officer



 


	 	 	Dated: April 30, 2020




 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the
Securities of the series designated therein referred to in the within-mentioned Indenture.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee


 


	By:	 	 
	 	Authorized Signatory	 




 


Dated: April 30, 2020


 






    -5- 


     


    

 


REVERSE OF SECURITY


 


This Security is one
of a duly authorized issue of 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 of the Company (the “Securities”),
issued and to be issued in one or more series under a Subordinated Notes Indenture, dated as of August 25, 2015 (the “Base
Indenture”), as supplemented by that Second Supplemental Indenture, dated April 30, 2020 (the “Second Supplemental
Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and Wells
Fargo Bank, National Association, as Trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of
the Securities, and to which Indenture reference is hereby made for a statement of the terms upon which the Securities of this
series are, and are to be, authenticated and delivered. By the terms of the Indenture, the Securities are issuable in series that
may vary as to amount, date of maturity, rate of interest, rank and in any other respect provided in the Indenture.


 


The
Company’s indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in
right of payment to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions
of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee on his, her or its behalf to take such actions as may be necessary
or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his, her or its attorney-in-fact for
any and all such purposes. Each Holder hereof, by his, her or its acceptance hereof, waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions.


 


The
Indenture contains provisions for defeasance of this Security upon compliance with certain conditions set forth in the Indenture.


 


If
certain Events of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities
of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Any Event of Default
with respect to this Security may be waived by the Holder hereof, as and if provided in the Indenture. The Company waives demand,
presentment for prepayment, notice of nonpayment, notice of protest and all other notices to the extent it may lawfully do so.


 


The
Company may, at its option, redeem the Securities, in whole or in part, at a redemption price equal to 100% of the principal amount
of the Securities to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption (the “Redemption
Date”), on any Interest Payment Date on or after May 15, 2025. The Company may also, at its option, redeem the Securities
before the Stated Maturity Date, in whole, but not in part, at any time, upon the occurrence of a Tier 2 Capital Event, a Tax Event
or if the Company is required to register as an investment company pursuant to the Investment Company Act of 1940, as amended.
Any such redemption will be at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued
and unpaid interest to, but excluding, the Redemption Date fixed by the Company.


 






    R-1


     


    

 


Notwithstanding
any of the foregoing, to the extent then required under or pursuant to applicable regulations of the Federal Reserve, this Security
may not be repaid prior to the Stated Maturity Date without the prior written consent of the Federal Reserve. In the event of redemption
of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof. The provisions of Article XI of the Base Indenture
and Section 2.8 of the Second Supplemental Indenture shall apply to the redemption of any Securities by the Company.


 


In
the event that any payment on the Securities is subject to withholding of any U.S. federal income tax or other tax or assessment
(as a result of a change in law or otherwise), the Company will not pay additional amounts with respect to such tax or assessment.


 


No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of, premium and Additional Amounts (if any) and interest
on this Security at the times, place and rate, and in the coin or currency, herein prescribed.


 


As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained
under Section 1002 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for
any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


Prior
to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All
terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


Nothing
in this Security, express or implied, shall give to any person, other than the Holders of the Securities, the parties hereto and
their permitted successors hereunder, any benefit of any legal or equitable right, remedy or claim hereunder.


 


The
Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiples
of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this
series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination,
as requested by the Holder surrendering the same.


 






    R-2


     


    

 


All
notices under this Security shall be in writing and in the case of the Company, addressed to the Company at 255 East Fifth Street,
Suite 800, Cincinnati, Ohio 45202, Attention: Chief Financial Officer, or, in the case of the Trustee at 150 East 42nd Street,
40th Floor, New York, New York 10017, Attention: Corporate Trust Services, or to such other address of the Trustee
as the Trustee may notify the holders of the Securities. All notices to the Holder of this Security will be given to the Holder
at its address as it appears in the Security Register.


 


All
covenants and agreements by the Company in this Security and the Indenture shall bind the Company’s successors and assigns,
including successors by operation of law resulting from a merger or consolidation of the Company, or successors resulting from
the transfer of the Company’s assets and liabilities substantially or entirely, to another entity (“Successors”).
Any Successor shall expressly assume in writing all the Company’s obligations hereunder prior to becoming a Successor, and
upon becoming a Successor, shall perform all the Company’s obligations hereunder and make all payments due hereunder.


 


In
case any provision in this Security shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


 


EACH OF THE COMPANY,
THE TRUSTEE AND EACH HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS SECURITY, THE INDENTURE, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


This Security shall be
governed by and construed in accordance with the laws of the State of New York and, where applicable, the federal laws of the United
States of America.


 






    R-3


     


    

 


[FORM OF TRANSFER NOTICE]


 


To assign this Security, fill in the form
below:


 


	 	(I) or
    (we) assign and transfer this Note to:	 
	 		(Insert
    Assignee’s legal name)




 


(Insert assignee’s Soc. Sec. or tax
I.D. no.)


 


(Print or type assignee’s name, address
and zip code)


 


and irrevocably appoint
                                                             
to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


	 	Date:	 
	 	 	 
	 	Your
    signature:	
	 	 	(Sign
    exactly as your name appears on| the face of this Security)
	 	 	 
	 	Signature
    Guarantee*:	 




 


 


*Participant in a recognized Signature Guarantee Medallion Program
(or other signature guarantor acceptable to the Trustee).