EXHIBIT
10.24

    

     

    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,
Group A and Group B Restricted Stock Awards (as such terms are defined in the
Agreement) are and continue to be forfeited on their anniversary date in
2009;

    


    WHEREAS,
Group C 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 paragraph d. to 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

    


    New paragraph d. to Schedule
3(b)

    


    Notwithstanding
anything in the Agreement to the contrary, for the shares of Common Stock in
Group D, the Benchmark is met as of the fourth Anniversary Date and those shares
will vest on the fourth Anniversary Date (provided such shares have not been
forfeited prior to such Anniversary Date pursuant to Section 4 of this
Agreement) if the Committee determines that  First Financial Bancorp
(FFBC) has achieved a return on equity (ROE) greater than or equal to the ROE of
the 25th
percentile of a national peer group for the year ended December 31, 2008 (the
“reporting 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.