EXHIBIT
10.25

    

    


    AMENDMENT
NO. 1

    TO

    AGREEMENT
FOR RESTRICTED STOCK AWARD

    


    This
Amendment No. 1 to the Agreement for Restricted Stock Award (the "Amendment") is
made this 6th day of March, 2009 between FIRST FINANCIAL BANCORP., an
Ohio Corporation (the "Corporation"), and the undersigned employee of the Corporation or
one of its wholly owned subsidiaries  (the "Employee"):

    


    WHEREAS,
the Corporation and the undersigned employee (the “Employee”) entered into an
Agreement for Restricted Stock Award dated <date> (the
“Agreement”);

    


    WHEREAS,
Schedule 3(b) of the
Agreement references various benchmarks (“Benchmarks”) utilized in determining
certain vesting conditions;

    


    WHEREAS,
the Compensation Committee has determined to clarify the
Benchmarks;

    


    WHEREAS,
such clarification shall result in the vesting of certain Group A Restricted
Stock Awards (as such terms are defined in the Agreement) on the 3rd anniversary
date of the Agreement;

    


    WHEREAS,
Group B Restricted Stock Awards (as such terms are defined in the Agreement)
vested in 2008 in accordance with the Agreement; and

    


    WHEREAS,
such clarification will apply to the all groups of Restricted Stock Awards (as
such terms are defined in the Agreement) that remain unvested under the
Agreement.

    


    NOW
THEREFORE, in consideration of the mutual obligations contained herein, the
Agreement is amended to delete Schedule 3(b) in its entirety
and to replace it with Attachment A hereto.

    


    All other
sections of the Agreement shall remain in full force and effect.

    


    This
Amendment may be executed in any number of counterparts, by different parties
hereto in separate counterparts and by facsimile signature, each of which when
so executed and delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same agreement.

    


    The
rights and obligations of all parties hereto shall be governed by the laws of
the State of Ohio, without regard to principles of conflicts of
laws.

     

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

    


    
      
        
          
            
              	
                      FIRST
      FINANCIAL BANCORP.

                    
	
                       

                    	 
      
	
                      By:

                    	
                      

                    
	 
      	
                      Claude
      E. Davis

                    
	
                      Title:

                    	
                      President
      & CEO

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      Signature
      of Employee

                    
	 
      	
                      Print
      Name:

                    


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ATTACHMENT
A TO AMENDMENT

    


    Schedule
3(b)

    


    Restricted
stock grant awards will only vest if a minimum level of performance is achieved
during each vesting period.  The basis of the minimum level of
performance beginning in 2006 will be the achievement of a return on equity
(ROE) by First Financial Bancorp (FFBC) greater than or equal to the ROE of the
25th
percentile of a national peer group for the vesting period.  The
national peer group is the group of publicly traded bank holding companies
between $3 billion and $10 billion in total assets for the reporting
period.

    


    The
restricted stock awards will follow a four-year vesting schedule.  The
approach to applying the performance trigger will be as follows.

    


    
      	
               
      

            	
              ·

            	
              For the year a stock award
      vests the first measurement will be the ROE for that year.  If
      FFBC’s ROE is greater than or equal to the ROE of the 25th percentile of a national peer
      group then the grant will vest.  If FFBC’s ROE is less than the
      peer number referenced above, then the award will not vest but will roll
      to the following year for possible
  vesting.

            


    

    
      	
               
      

            	
              ·

            	
              In subsequent years an award
      that did not previously vest may vest if the average ROE for the grant
      period is greater than or equal to the average ROE of the 25th percentile of a national peer
      group for the grant period.  As an example, if year 2 of a grant
      does not vest, but in year 3 the average ROE for the three years of the
      grant is greater than or equal to the average ROE of the 25th percentile of a national peer
      group for the grant period, then the award that was rolled over from year
      2 vests.

            


    

    
      	
               
      

            	
              ·

            	
              In the final year of vesting
      for a stock award (year 4) the award that vests in that year would vest if
      one of two criteria are met.  The first is if the ROE for that
      year is greater than or equal to the ROE of the 25th percentile of a national peer
      group for that year and the second is if the average ROE for the four
      years of the grant is greater than or equal to the average ROE of the
      25th percentile of a national peer
      group for the grant
period.