UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Exchange Act of 1934

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First Financial Bancorp.

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FIRST FINANCIAL BANCORP.
300 High Street
P.O. Box 476
Hamilton, Ohio 45012-0476

NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS

To Be Held May 1, 2007

Hamilton, Ohio
March 30, 2007

To the Shareholders:

     The Annual Meeting of Shareholders of First Financial Bancorp. (the “Corporation”) will be held at the Fitton Center for Creative Arts, 101 South Monument Avenue, Hamilton, Ohio 45011, on May 1, 2007, at 10:00 A.M., local time, for the following purposes:

	1.		To elect the following four nominees as directors with terms expiring in 2010 (Class III): J. Wickliffe Ach, Donald M. Cisle, Sr., Corinne R. Finnerty, and Richard E. Olszewski.
	2.		To approve an amendment to the Corporation’s Regulations to allow the Board of Directors to authorize the Corporation to issue shares without issuing physical certificates.
	3.		To consider and act upon such other matters as may properly come before the Annual Meeting or any adjournment thereof.

     Shareholders of record of the Corporation at the close of business on March 2, 2007, are entitled to notice of and to vote at the Annual Meeting and at any adjournment thereof. Each shareholder is entitled to one vote for each common share held regarding each matter properly brought before the Annual Meeting.

By Order of the Board of Directors,

Gregory A. Gehlmann
General Counsel and Secretary

EVERY SHAREHOLDER’S VOTE IS IMPORTANT. IF YOU ARE UNABLE TO BE PRESENT AT THE ANNUAL MEETING, YOU ARE REQUESTED TO COMPLETE AND RETURN PROMPTLY THE ENCLOSED PROXY SO THAT YOUR SHARES WILL BE REPRESENTED. A STAMPED, ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE .

FIRST FINANCIAL BANCORP.
300 High Street
P.O. Box 476
Hamilton, Ohio 45012-0476
(513) 979-5770

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
Approximate Date to Mail – March 30, 2007

     On behalf of the Board of Directors of First Financial Bancorp. (the “Corporation”), a Proxy is solicited from you to be used at the Corporation’s Annual Meeting of Shareholders (“Annual Meeting”) scheduled for May 1, 2007, at 10:00 A.M., local time, to be held at the Fitton Center for Creative Arts, 101 South Monument Avenue, Hamilton, Ohio 45011.

RECORD DATE AND VOTING SECURITIES

     As of March 2, 2007, the record date fixed for the determination of shareholders entitled to vote at the Annual Meeting, there were 39,078,006 common shares outstanding, which is the only outstanding class of capital stock of the Corporation. Each such share is entitled to one vote on each matter properly coming before the Annual Meeting.

VOTING OF SHARES

     Assuming a quorum is present at the Annual Meeting, either in person or represented by proxy, (i) the four nominees receiving the greatest number of votes cast by the holders of common shares entitled to vote on the matter will be elected as directors; and (ii) the affirmative vote of the holders of a majority of the common shares outstanding and entitled to vote on the matter is required for the approval of the Amendment to the Corporation’s Regulations.

     Proxies in the form enclosed herewith are being solicited on behalf of the Corporation’s Board of Directors. Proxies which are properly executed and returned will be voted at the Annual Meeting as directed. Proxies indicating an abstention from voting on any matter will be tabulated as a vote withheld on such matter and will be included in computing the number of common shares present for purposes of determining the presence of a quorum for the Annual Meeting. Proxies properly executed and returned which indicate no direction will be voted in favor of the proposals set forth in the Notice of Annual Meeting attached hereto and more fully described in this Proxy Statement. If a broker indicates on the form of Proxy that it does not have discretionary authority as to certain common shares to vote on a particular matter, those common shares will be considered as present for the purpose of determining the presence of a quorum but not entitled to vote with respect to that matter. Any shareholder giving the enclosed Proxy has the power to revoke it prior to its exercise by filing with the Secretary of the Corporation a written revocation or a duly executed Proxy bearing a later date or by giving notice of revocation in open meeting.

PRINCIPAL SHAREHOLDERS

     The table below identifies all persons known to the Corporation to own beneficially more than 5% of the Corporation’s outstanding common shares.

Name and Address		Amount and Nature of Beneficial				Percentage
of Beneficial Owner		Ownership of Common Shares				of Class
First Financial Bank, National Association 300 High Street Hamilton, Ohio 45012-0476			5,754,207	(1)			14.72	%
Barclays Global Investors, NA Barclays Global Fund Advisors 45 Fremont Street San Francisco, California 9410
Barclays Global Investors, LTD 1 Royal Mintt Court London, EC3N 4HH
Barclays Global Investors Japan Trust and Banking Company Limited Barclays Global Investors Japan Limited Ebisu Pirme Square Tower 8th Floor 1-1-39 Hiroo Shibuya-Ku Tokyo 150-0012 Japan			1,978,832	(2)			5.06	%

SHAREHOLDINGS OF DIRECTORS, EXECUTIVE OFFICERS
AND NOMINEES FOR DIRECTOR

     As of March 2, 2007, the directors of the Corporation, including the four nominees for election as directors, the executive officers of the Corporation named in the Summary Compensation Table who are not also directors, and all executive officers and directors of the Corporation as a group beneficially owned common shares of the Corporation as set forth below.

					Amount and Nature of Beneficial Ownership
					Common
					Shares				Stock Options
					Beneficially				Exercisable				Total Common
					Owned				within 60 Days				Shares
					Excluding				of Record				Beneficially
Name		Position			Options (1)				Date(2)				Owned (1)
J. Wickliffe Ach		Director				100				—				100
Donald M. Cisle, Sr.		Director				509,552	(3)			23,521				533,073
Claude E. Davis		Director and CEO				74,510				134,100				208,610
Corinne R. Finnerty		Director				25,732				23,521				49,253
Murph Knapke		Director				29,114	(4)			17,326				46,440
William J. Kramer		Director				8,187	(4)			8,663				16,850
Bruce E. Leep		Director				285,940				25,989				311,929
Susan L. Knust		Director				5,415	(5)			8,663				14,078
Richard E. Olszewski		Director				6,000				8,663				14,663
Barry S. Porter		Director				39,585	(4)			17,326				56,911
Steven C. Posey		Director				59,819				32,184				92,003
J. Franklin Hall		SVP and CFO				14,882				33,096				47,979
C. Douglas Lefferson		EVP and COO				43,975				58,422				102,397
Samuel J. Munafo		EVP, Banking				46,448				54,780				101,228
Gregory A. Gehlmann		SVP, CRO & Gen Counsel				5,721				2,849				8,570
All executive officers, directors and nominees as a group (17 persons)						1,162,777				460,703				1,623,480

ELECTION OF DIRECTORS
(Item 1 on Proxy Card)

     Our Board of Directors consists of 11 members, 9 of whom are non-employee directors. Our Regulations provide that the Board of Directors shall consist of not less than nine nor more than 25 persons, with the exact number to be fixed and determined from time to time by resolution of the Board of Directors or by resolution of the shareholders at any annual or special meeting of shareholders. The Board of Directors has determined that the Board shall consist of 11 members. Bruce E. Leep, a director whose term expires at this year’s Annual Meeting, will retire from the board of directors due to Section 2.5 of our Regulations requiring mandatory retirement at age 70. As a result, he is not being nominated for an additional term. Mr. Leep has generously given valuable years of guidance and service to the Corporation and its subsidiary banks. His wisdom and enthusiasm will be missed. His position as a Class III Director will be filled by Mr. Ach, if elected at the annual meeting. Mr. Ach was appointed to the Board in January 2007. Any vacancy may be filled by the Board of Directors in accordance with law and the Corporation’s Regulations for the remainder of the full term of the vacant directorship.

     Our Board has approved the nomination of four persons as candidates for Class III Directors, each for a three-year term. The terms of the remaining directors in Classes I and II will continue as indicated below. It is intended that the accompanying Proxy will be voted for the election of J. Wickliffe Ach, Donald M. Cisle, Sr., Corinne R. Finnerty, Richard E. Olszewski, all incumbent directors. The Corporate Governance and Nominating Committee recommended all four nominees to the Board of Directors, which approved the four nominees. In the event that any one or more of such nominees becomes unavailable or unable to serve as a candidate, the accompanying Proxy will be voted to elect the remaining nominees and any substitute nominee or nominees designated by the Board. The four nominees for Class III Directors receiving the most votes at the Annual Meeting will be elected as Class III Directors.

     Set forth below is certain information concerning the Corporation’s nominees and directors. For information regarding ownership of shares of the Corporation by nominees and directors of the Corporation, see “Shareholdings of Directors, Executive Officers and Nominees for Director” above. There are no arrangements or understandings between any director or any nominee, and any other person pursuant to which such director or nominee is or was nominated to serve as director.

		Position with Corporation and/or Principal		Director
Name and Age (1)		Occupation or Employment For the Last Five Years		Since
Nominee Class III Directors – Terms Expiring in 2007:
J. Wickliffe Ach 58		President and CEO of Hixson Inc, Cincinnati, Ohio, an architectural engineering firm since 1983.			2007
Donald M. Cisle, Sr. 52		President of Don S. Cisle, Sr. Contractor, Inc. (construction contractor); Director of First Financial Bank, N.A., Hamilton, Ohio.			1996
Corinne R. Finnerty 50		Partner in law firm of McConnell Finnerty Waggoner PC, North Vernon, Indiana (trial attorney); Director of First Financial Bank, N.A., Hamilton, Ohio; former Director and Chair of CPX, Inc., North Vernon, Indiana; former Director of Heritage Community Bank, Columbus, Indiana.			1998
Richard E. Olszewski 57		Operator of two 7-Eleven Food Stores, Griffith, Indiana. Director of First Financial Bank, N.A., Hamilton, Ohio.			2005

		Position with Corporation and/or Principal		Director
Name and Age (1)		Occupation or Employment For the Last Five Years		Since
Class I Directors – Terms Expiring in 2008:
Claude E. Davis 46		President and Chief Executive Officer of the Corporation since October 1, 2004; Director and Chairman of the Board of First Financial Bank, N.A., Hamilton, Ohio; former Director of Community First Bank & Trust, Celina, Ohio, and Sand Ridge Bank, Schererville, Indiana; Senior Vice President, Irwin Financial Corporation and Chairman of Irwin Union Bank and Trust, Columbus, Indiana, from May 2003 until September 2004; President, Irwin Union Bank and Trust, from 1996 until May 2003.			2004
Steven C. Posey 56		President of Posey Property Company; Director of First Financial Bank, N.A., Hamilton, Ohio. President of Posey Management Corp. DBA McDonald’s until August 2005 when sold.			1997
Susan L. Knust 53		Managing Partner of K.P. Properties of Ohio LLC (industrial real estate); Managing Partner of Omega Warehouse Services LLC (public warehousing); former President of Precision Packaging and Services, Inc; Director of Middletown Regional Health System, Middletown, Ohio; Director of First Financial Bank, N.A., Hamilton, Ohio.			2005
Nominees Class II Directors – Terms Expiring in 2009:
Murph Knapke 59		Partner of Knapke Law Office, Celina, Ohio; Director of First Financial Bank, N.A., Hamilton, Ohio; former Director and Chair of Community First Bank & Trust, Celina, Ohio.			1983
William J. Kramer 46		Vice President and General Manager, Val-Co Pax Inc, Coldwater, Ohio (since 2002); previously president of Pax Steel Products, Inc. from 1984-2002 (predecessor corporation to Val-Co.); employed by Deloitte & Touche, LLP, Dayton, Ohio from 1982-1984. Director of First Financial Bank, N.A., Hamilton, Ohio.			2005
Barry S. Porter 69		Retired Chief Financial Officer/Treasurer of Ohio Casualty Corporation (insurance holding company) and its affiliated companies; Director of First Financial Bank, N.A., Hamilton, Ohio; independent consultant.			1984

The Board of Directors unanimously recommends a vote “FOR” the election of each of the nominees.

CORPORATE GOVERNANCE

General

     The business and affairs of the Corporation are managed under the direction of the Board of Directors. Members of the Board are kept informed through discussions with the President and the Corporation’s other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. All members of the Board (except for Mr. Ach who did not join the Board until 2007) also served as directors of the Corporation’s subsidiary bank, First Financial Bank, N.A. during 2006.

Director Independence

     The Board of Directors has determined that nine of its 11 members are independent directors as that term is defined under the rules of the National Association of Securities Dealers (the “NASD”). The independent directors are J. Wickliffe Ach, Donald M. Cisle, Sr., Corinne R. Finnerty, William J. Kramer, Murph Knapke, Susan L. Knust, Richard E. Olszewski, Barry S. Porter, and Steven C. Posey. Claude E. Davis is not independent because he is the president and chief executive officer of the Corporation. Bruce Leep previously served as Interim President within the last three years and therefore also is not considered independent.

     To assist it in making determinations of independence, the Board has concluded that the following relationships are immaterial and that a director whose only relationships with the Corporation and its affiliates fall within these categories is independent:

	•		A loan made by the First Financial Bank to a director, his or her immediate family or an entity affiliated with a director or his or her immediate family, or a loan personally guaranteed by such persons if such loan (i) complies with federal regulations on insider loans, where applicable; and (ii) is not classified by the bank’s credit committee or by any bank regulatory agency which supervised the bank as substandard, doubtful or loss;
	•		A deposit, trust, insurance brokerage, investment advisory, securities brokerage or similar client relationship between First Financial Bank or its subsidiaries and a director, his or her immediate family or an affiliate of his or her immediate family if such relationship is on customary and usual market terms and conditions;
	•		The employment by the Corporation or its subsidiaries of any immediate family member of the director if the associate serves below the level of a senior vice president;
	•		Purchases of goods or services by the Corporation or any of its subsidiaries from a business in which a director or his or her spouse or minor children is a partner, shareholder or officer, if the director, his or her spouse and minor children own five (5%) percent or less of the equity interests of that business and do not serve as an executive officer of the business; or
	•		Purchases of goods or services by the Corporation, or any of its subsidiaries, from a director or a business in which the director or his or her spouse or minor children is a partner, shareholder or officer if the annual aggregate purchases of goods or services from the director, his or her spouse or minor children or such business in the last calendar year does not exceed the greater of $200,000 or 5% of the gross revenues of the business.

     Pursuant to its charter, the Audit and Risk Management Committee reviews and ratifies all related transactions. Any loans to a director or a related interest are approved in accordance with banking laws. For a discussion of such relationships, see “—Other Business Relationships.”

Other Business Relationships

     Corinne R. Finnerty, a director of the Corporation, is a shareholder and an officer of McConnell Finnerty Waggoner PC, which has been retained by First Financial Bank, N.A. and previous Corporation bank subsidiaries during the prior fiscal year and the current fiscal year. During the prior fiscal year, the Corporation’s subsidiaries paid the firm $60,776 in legal fees. The Board of Directors has determined that these payments, which are below the applicable limits established by the rules of the Nasdaq, do not affect Ms. Finnerty’s status as an independent director.

     Steven C. Posey, a director of the Corporation, has a 19% interest as a limited partner in Midd West Development LTD, from which First Financial Bank, N.A. rented retail office space during 2006 year and proposes to continue to rent such space in the current fiscal year. The total rent paid during the last fiscal year was $74,468. The Board of Directors has determined that these payments, which are below the applicable limits established by the rules of the Nasdaq, do not affect Mr. Posey’s status as an independent director.

     Richard E. Olszewski, a director of the Corporation, operates a 7-Eleven franchise at which a First Financial Bank ATM is located. The 7-Eleven franchise received $1,710 in fees from the bank in 2006. The Board of Directors has determined that these payments, which are below the applicable limits established by the rules of the Nasdaq, do not affect Mr. Olszewski’s status as an independent director.

     Murph Knapke, a director of the Corporation, is a partner of Knapke Law Office, Celina, Ohio. Mr. Knapke’s law firm provides real estate title searches for First Financial Bank, N.A. clients. The firm received $26,985 in fees from clients of the First Financial Bank, N.A. in 2006. The Board of Directors has determined that these payments, which are below the applicable limits estimated by the rules of the Nasdaq, do not affect Mr. Knapke’s status as an independent director.

     Donald S. Cisle, Sr. is the sole owner and CEO of Don S. Cisle, Inc. a construction contractor. In 2006, his company completed a site development project for the new Mason-Montgomery Road branch office of First Financial Bank. During 2006, his company received $192,258 for the project (including services and materials). They were subcontractor through a competitive bidding process managed by the Corporation’s outsource manager. The Board of Directors has determined that these payments, which are below the applicable limits established by the rules of the Nasdaq, do not affect Mr. Cisle, Sr.’s status as an independent director.

Indebtedness of Directors and Management

     Some of the officers and directors of the Corporation and the companies with which they are associated were clients of the banking subsidiary of the Corporation. The loans to such officers and directors and the companies with which they are associated (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest and nature of collateral, as those prevailing at the time for comparable transactions with other persons, and (c) did not involve more than the normal risk of collectibility or present other unfavorable features.

     First Financial Bank has had, and expects to have in the future, banking transactions in the ordinary course of business with directors, officers, principal shareholders and their associates on the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with others.

Executive Sessions on Non-Management Directors

     The independent directors meet in regularly scheduled meetings at which only the independent directors are present. During 2006, the independent directors held two such meetings.

Communicating with the Board of Directors

     The Board of Directors has established a process by which shareholders may communicate with the Board of Directors. Shareholders may send communications to the Corporation’s Board of Directors or to individual directors by writing to:

Attn: Board of Directors (or name of individual director)
First Financial Bancorp.
P.O. Box 1242
Hamilton, OH 45012-1242

     Letters mailed to this post office box will be received by the director who serves as chair of the Audit and Risk Management Committee or the director who serves as chair of the Nominating Committee, as alternate. A letter addressed to an individual director will be forwarded unopened to that director by the chair of the Audit and Risk Management Committee.

     Information regarding this process is also available through the Corporation’s Web site at www.bankatfirst.com under the “Investor Information” link, by clicking on “Corporate Governance.” For questions regarding this process, shareholders may call the Corporation’s General Counsel and Secretary, Gregory A. Gehlmann, at (513) 979-5772.

Meetings of the Board of Directors and Committees of the Board

Board Meetings

     During the last fiscal year, the Board of Directors held 11 regularly scheduled meetings and two special meetings. All of the incumbent directors attended 75% or more of those meetings and the meetings held by all board committees on which they served, during the periods that they served as directors.

     The Board of Directors believes that it is important for directors to participate in scheduled board and committee meetings and to attend the Annual Meeting. It is the policy of the Board of Directors that directors who participate in fewer than 75% of scheduled board and committee meetings, or who do not attend the Annual Meeting, unless excused by the Board of Directors, are subject to not being re-nominated to the Board of Directors. During a portion of 2006, Steve Posey was granted a leave of absence for medical reasons. All of the Corporation’s ten directors then in office attended the 2006 Annual Meeting.

Board Committees

     The Board of Directors has a Corporate Governance and Nominating Committee, a Compensation Committee and an Audit and Risk Management Committee.

     Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee (the “Nominating Committee”) reports to the Board on corporate governance matters, including the evaluation of the Board and its Committees and the recommendation of appropriate Board Committee structures and membership. The committee also establishes procedures for the director nomination process and recommends director nominees for Board approval. The committee is comprised of the following directors, each of whom satisfies the definition of independence for nominating committee members under the rules of the Nasdaq: Corinne

R. Finnerty (Chair), Donald M. Cisle, Sr., Murph Knapke and Richard E. Olszewski. The committee held four meetings during the 2006 fiscal year.

     Nominating Procedures

     It is the Corporate Governance and Nominating Committee’s policy that it will consider director candidates recommended by shareholders in accordance with the procedures outlined in the Corporation’s Regulations. Under those procedures, shareholders who wish to nominate individuals for election as directors must provide:

	•		The name and address of the shareholder making the nomination and the name and address of the proposed nominee;
	•		The age and principal occupation or employment of the proposed nominee;
	•		The number of common shares of the Corporation beneficially owned by the proposed nominee;
	•		A representation that the shareholder making the nomination:

	-		Is a holder of record of shares entitled to vote at the meeting, and
	-		Intends to appear in person or by proxy at the meeting to make the nomination;

	•		A description of all arrangements or understandings between the shareholder making the nomination and the proposed nominee;
	•		Any additional information regarding the proposed nominee required by the proxy rules of the Securities and Exchange Commission (the “SEC”) to be included in a proxy statement if the proposed nominee had been nominated by the Corporation’s Board of Directors; and
	•		The consent of the proposed nominee to serve as a director if elected.

     In order to be recommended for a position on the Corporation’s Board of Directors by the committee, a proposed nominee must, at a minimum, (i) be able to comply with the Corporation’s director stock ownership guidelines, and (ii) through a combination of experience and education have the skills necessary to make an effective contribution to the Board of Directors. In accordance with the Corporation’s Regulations, no one may be elected to the Board of Directors after reaching his or her seventieth birthday.

     In connection with next year’s Annual Meeting of Shareholders, the committee will consider director nominees recommended by shareholders provided that notice of a proposed nomination is received by the Corporation no later than January 31,2008, as provided in the Corporation’s Regulations. Notice of a proposed nomination must include the information outlined above and should be sent to First Financial Bancorp., Attention: Gregory A. Gehlmann, General Counsel and Secretary, 300 High Street, P.O. Box 476, Hamilton, Ohio 45012-0476.

     The committee identifies nominees for director through recommendations by shareholders and through its own search efforts, which may include the use of external search firms. The committee evaluates nominees for director based upon criteria established by the committee and applies the same evaluation process to all director nominees regardless of whether the nominee is recommended by a shareholder. The criteria evaluated by the committee include, among other things, the candidate’s judgment, integrity, leadership ability, business experience, and ability to contribute to board member diversity. The committee also considers whether the candidate meets independence standards, is “financially literate” or a “financial expert,” is available to serve, and is not subject to any disqualifying factor.

     Compensation Committee. The Compensation Committee’s primary responsibilities include:

	•		determining and approving the compensation of the CEO and each executive officer of the Corporation as determined pursuant to Rule 16a-1(f) under the Securities Exchange Act of 1934;
	•		evaluating the performance of the Corporation’s CEO for all elements of compensation and other executive officers with respect to incentive goals and objectives approved by the committee and then approving all executive officers’ compensation based on those evaluations and other individual performance evaluations provided to the committee;
	•		reviewing and evaluating all benefit plans of the Corporation in accordance with applicable laws, rules and regulations;
	•		overseeing the preparation of the compensation discussion and analysis and recommending to the full Board its inclusion in the annual proxy statement in accordance with applicable laws, rules and regulations; and
	•		recommending to the Board of Directors the compensation for directors.

The committee has the authority to retain compensation consultants to assist in the evaluation of director and executive compensation. During 2006, the committee utilized the services of Watson Wyatt, an independent compensation consultant.

     The Compensation Committee is comprised of the following directors, each of whom satisfies the definition of independence for compensation committee members under the rules of the Nasdaq and SEC: Barry S. Porter (Chair), Donald M Cisle, Sr., William J. Kramer, and Susan L. Knust. The Compensation Committee held five meetings during 2006.

     Audit and Risk Management Committee. The Audit and Risk Management Committee serves in a dual capacity as the Audit and Risk Management Committee of the Corporation and First Financial Bank, N.A., and is responsible for overseeing the Corporation’s accounting and financial reporting processes, the external auditors’ qualifications and independence, the performance of the Corporation’s internal audit function and the external auditors, and the Corporation’s compliance with applicable legal and regulatory requirements. The committee also assists the Board in overseeing the Corporation’s enterprise-wide risks, including interest rate, credit, reputation, strategic, technology, operational, legal, regulatory and reporting risks. The Audit and Risk Management Committee operates pursuant to a written charter that was adopted by the Board of Directors. The Audit and Risk Management Committee is comprised of the following directors, each of whom satisfies the definition of independence for audit committee members under the rules of the Nasdaq and the SEC: William J. Kramer (Chair), Richard E. Olszewski, Barry S. Porter and Steven C. Posey. The Board of Directors has determined Barry S. Porter and William J. Kramer are audit committee financial experts serving on the Audit and Risk Management Committee. The Audit and Risk Management Committee held seven meetings during the fiscal year.

     Availability of Committee Charters. The Corporate Governance and Nominating Committee, Compensation Committee and Audit and Risk Management Committee each operates pursuant to a separate written charter adopted by the Board. Each committee reviews the charter at least annually. Copies of the charters are available through our Web site at www.bankatfirst.com under the “Investor Information” link, by clicking on “Corporate Governance.” The information contained on the website is not incorporated by reference or otherwise considered a part of this document.

Code of Business Conduct and Ethics and Corporate Governance Guidelines

     We have adopted a Code of Business Conduct and Ethics which applies to our chief executive officer, principal financial officer, principal accounting officer and to all other First Financial directors, officers and associates. We will disclose any substantive amendments to or waiver from provisions of the code made with respect to the chief executive officer, principal financial officer or principal accounting officer on our website.

     We have also adopted Corporate Governance Principles, which are intended to provide guidelines for the governance of First Financial by the Board and its committees.

     These documents are available through the Corporation’s Web site at www.bankatfirst.com under the “Investor Information” link, by clicking on “Corporate Governance.” They also are available in print to any shareholder who requests them.

BOARD COMPENSATION

     Set forth below is a breakdown of fees paid to non-employee directors for the year ended December 31, 2006. Each component is discussed in detail below.

		Fees
		Earned or
		Paid in				Stock				All Other
		Cash				Awards				Compensation				Total
Name		($) (1) (2)				($)(3)				($)(4)				($)
J. Wickliffe Ach		$	—			$	—			$	—			$	0
Donald M. Cisle, Sr.			38,100				—				4,164				42,264
Corinne R. Finnerty			42,850				—				1,257				44,107
Murph Knapke			40,850				20,000				5,731				66,581
Susan L. Knust			42,350				—				2,749				45,099
William J. Kramer			48,950				20,000				5,896				74,846
Bruce E. Leep			64,250				—				4,244				68,494
Richard E. Olszewski			43,850				—				4,280				48,130
Barry S. Porter			50,117				20,000				1,808				71,925
Steven C. Posey			31,250				—				—				31,250

		Amount of Fees Used to
Name		Purchase Common Shares
J. Wickliffe Ach		$	—
Donald M. Cisle, Sr.			12,400
Corinne R. Finnerty			12,400
Murph Knapke			12,400
Susan L. Knust			9,375
William J. Kramer			12,400
Bruce E. Leep			9,250
Richard E. Olszewski			12,400
Barry S. Porter			12,400
Steven C. Posey			14,063

Board/Committee Fees

     Non-employee directors of the Corporation and First Financial Bank received (a) annual retainers of $10,000 and $10,000, respectively; and (b) $750 and $600 for each board and committee meeting attended, respectively. Committee chairs receive annual retainers of $2,000; however, the chair of the Audit and Risk Management Committee receives a $4,000 annual retainer. These chair retainers are to recognize the extensive time that is devoted to committee matters including meetings with management, auditors, attorneys and consultants and preparing committee agendas. Director fees are paid on the last day of each quarter.

Director Stock Plan

     In 2006, First Financial’s shareholders approved the Amended and Restated Director Stock Plan. The plan provides that directors can receive options and/or restricted stock awards. Beginning in 2006, upon election or re-election to a three-year term, each non-employee director receives $60,000 in value of restricted stock which vest 1/3 each year after the first year following election or re-election. Prior to 2006, upon election or re-election to a three-year term, each non-employee director received stock options with an expected value of $60,000 at the time of grant. Grants are made on the date of the annual meeting based on the closing price of the Corporation’s common shares that day.

Director Fee Plan

     Each year directors are given the opportunity to have all or a portion of their board fees invested in the Corporation’s common stock. Elections are made once a year. Shares are purchased by an independent broker dealer after the payment of the quarterly board fees.

Reimbursement

     Directors are entitled to reimbursement of their reasonable travel expenses for attending Board of Director and Committee meetings. Claude Davis, who is also an employee of the Corporation did not receive any additional fees for serving on the Board of Directors and therefore has been omitted from the table. For a discussion of Mr. Davis’ compensation, see “Executive Compensation.”

Stock Ownership Guidelines

     In January 2007, the Compensation Committee adopted stock compensation guidelines whereby directors are required to own Corporation stock equal to at least three times the director’s annual retainer within three years of first becoming a director of the Corporation. The requirement in the First Financial Bank, N.A. Bylaws that a director own at least $1,000 of Bancorp stock upon election or appointment to the Board is still in place.

PROPOSAL TO APPROVE AN AMENDMENT TO THE FIRST FINANCIAL BANCORP REGULATIONS TO ALLOW THE BOARD OF DIRECTORS TO AUTHORIZE THE CORPORATION TO ISSUE SHARES WITHOUT ISSUING PHYSICAL CERTIFICATES

(Item 2 on Proxy Card)

     The Board of Directors has approved, subject to the approval of the Corporation’s shareholders, an amendment to the Corporation’s Regulations (the equivalent of bylaws under Ohio corporate law) that would allow the Board of Directors to authorize the Corporation to issue shares without issuing physical paper certificates to evidence those shares (“uncertificated shares”). The Board of Directors recommends that shareholders approve the amendment.

     The full text of Article V of the Regulations reflecting this amendment is attached to this proxy statement as Exhibit A. The following description of the amendment is qualified in its entirety by reference to Exhibit A.

Current Regulations Requirements

     Article V of the Corporation’s Regulations currently requires the Corporation to issue physical certificates to each shareholder of record evidencing the shares owned by such shareholder. The current version of Article V was consistent with the requirements of Ohio law when drafted. However, in view of changes in Ohio law and developments in technology and recordkeeping processes, the Board of Directors believes that the current requirements of the Regulations are unduly restrictive and that the Corporation should have the flexibility to issue uncertificated shares.

Reason for and Effects of Proposed Amendment

     Ohio law now permits us, subject to certain restrictions, to issue shares without issuing physical certificates to evidence those shares. Accordingly, the proposed amendment to Article V of our Regulations would permit us to issue such uncertificated shares to shareholders of record, while at the same time mandating that we must comply with all applicable legal requirements and the listing standards of the Nasdaq Stock Exchange with respect to issuing shares. In addition, although not required by law, the amendments to Article V further would require that, with the exception of shares held under certain employee benefit plans (as to which we may require that uncertificated shares be issued), no shareholder of record would be required to hold his or her shares in uncertificated form and that, upon request, each shareholder of record would have a right to have physical certificates issued to evidence his or her shares.

     The approval of the proposed amendment to Article V of the Regulations will have no effect on the vast majority of our shareholders who hold their shares in the Corporation through a brokerage or other account in “street name.”

     If approved by shareholders and implemented by us, an uncertificated share program would be administered by our transfer agent, currently Registrar & Transfer Company. Such programs are sometimes referred to as “direct registration” or “book entry” systems. Under such a program, the transfer agent would maintain an electronic record of the name of the applicable shareholder of record and the number of shares owned. The transfer agent would also maintain systems and controls designed to track accurately the ownership of uncertificated shares by shareholders of record and, when directed by the shareholder or the Corporation (in the case of transactions for the Corporation’s own account and certain transaction under employee benefit plans), to provide for the transfer of such shares pursuant to those directions. Except as may otherwise be required by law, and subject to the terms of any applicable employee benefit plan, the rights and obligations of holders of uncertificated shares and holders of physical shares for a particular class and series of shares would be identical.

     We currently intend only to use uncertificated shares to evidence the holdings of participants in certain of our employee benefit plans, such as the our restricted stock programs for directors, executive officers and certain employees. The ability to issue these shares in uncertificated form will ease the administrative burden associated with these plans and reduce the expenses that would otherwise be incurred by us as share certificates are issued, cancelled, transferred or replaced. Participants in the plans will have the same rights and obligations as if physical certificates had been issued for the restricted shares, subject to the provisions of the applicable benefit plan. We expect a substantial savings in costs and employee time as a result of this new procedure.

     Although we do not currently anticipate issuing uncertificated shares to other shareholders of record, we will consider this issue from time to time. If we determine in the future that the cost savings, ease of administration, technical feasibility and shareholder acceptance of such a program justify the use of uncertificated shares for other shareholders of record, the Board of Directors may choose to implement such a program in the future. However, as noted above, even if an uncertificated share program were to be implemented in the future, the proposed amendment to Article V of the Regulations provides that no shareholder would be required to hold his or her shares in uncertificated form and that, upon request, each shareholder would have a right to have physical certificates issued to evidence his or her shares.

Vote Required For Approval

     Under Ohio corporation law and the Corporation’s Regulations, the affirmative vote of a majority of the outstanding Common Shares is required for approval of this proposal.

The Board of Directors recommends that shareholders vote FOR this proposal.

Effect of Management Vote on Proposal

     The directors and executive officers of the Corporation beneficially own 1,623,480 common shares, or 4.11% of the outstanding voting power. The directors and executive officers have indicated a present intention to vote the common shares beneficially owned by them in favor of this proposal.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

Introduction

          Discussed herein is the executive compensation philosophy that the Compensation Committee believes best supports our strategy. As such, the executive compensation program is intended to support the achievement of our business strategy while aligning executive’s financial interests with those of shareholders.

          Our core strategy is to:

	•		Follow a “People Led” strategy. Our primary competitive advantage must be our people. Their knowledge and expertise in providing financial products and commitment to exceptional service quality will be what separates us from competitors.
	•		Our goal is to be an “Employer of Choice” for high performance associates in our various communities.
	•		Be a top quartile performer in both return and growth compared to our peers.

The following statement of philosophy is intended to serve as the foundation upon which our executive compensation program is structured and administered, and serve as a basis for guiding the continuing development and evolution of the program:

“The executive compensation philosophy of First Financial is to provide compensation opportunities to associates that are both market based and reflect the value delivered by the individual to the organization. The objectives of the executive compensation programs are to recruit, retain and incent the best talent in our industry to provide top quartile performance to all of our stakeholders on a consistent basis over the long-term.”

Philosophical Principles and Guidelines

Our executive compensation program seeks to:

•		support the creation of shareholder value along with the achievement of other key corporate goals and objectives
•		focus attention and appropriately balance both current priorities and our longer-term strategy
•		attract and retain top organizational contributors to ensure we have the caliber of executives needed to perform at the highest levels of the industry
•		provide a totally integrated program that is aligned with performance results in a cost effective manner
•		encourage teamwork and cooperation while recognizing individual contributions by linking variable compensation to Corporation and individual performance, based on position responsibilities and the ability to influence financial and organizational results
•		be designed and administered in a manner that achieves external competitiveness and internal equity
•		award compensation based on the performance of the individual and our company, and not as an entitlement based on position or tenure
•		demonstrate executives’ commitment to our corporation and shareholder value creation through executive stock ownership

•		be administered in an objective, consistent, fair, and fact-based manner
•		avoid payouts if the Corporation or individual fails to meet minimum acceptable performance standards
•		provide flexibility and some discretion in applying the compensation principles to appropriately reflect individual circumstances as well as changing business conditions and priorities

The total compensation mix attributable to the relative weighting of each element reflects the competitive market and our priorities

	–		As such, the mix of pay may be adjusted from time to time to best support our immediate and longer-term objectives
	–		As associates move to higher levels of responsibility with greater ability to influence our results, the percentage of pay at risk generally increases

Process

          Throughout the year, the Compensation Committee meets with the Chief Executive Officer and other executive officers to solicit and obtain recommendations with respect to the Corporation’s compensation programs and practices; however, the Committee makes the final determinations with respect to all forms of compensation for the executive officers of the Corporation, and no executive officer is part of the final deliberations and decisions impacting their own compensation. In reaching its decisions, the Committee considers recommendations from the Chief Executive Officer, utilizes information provided by the human resources department, and engages the services of an independent outside consultant with nationally recognized experience and credentials in public company compensation matters. During 2006, the services of Watson Wyatt were utilized. See also “—External Benchmarks.”

Components of Compensation

          To achieve the above principles, our primary compensation program includes the following elements:

	§		base salary
	§		performance-based incentive compensation
	§		long-term equity incentive compensation

	•		stock options
	•		restricted stock

	§		retirement and other benefits
	§		perquisites and other personal benefits

These elements of compensation have been chosen to create a flexible package that reflects the long-term nature of the banking business and can reward both short and long-term performance of the Corporation and individual. Each element is discussed below.

          Base Salaries

	§		provide a level of financial security that is appropriate for the executive’s position within our corporation
	§		are a function of the competitive labor market for specific positions in the organization and recognize the relative value an individual’s work brings to the Corporation, in addition to how well the executive is executing the position’s responsibilities
	§		are generally targeted at the 50th percentile of the relevant labor market with an appropriate range to recognize experience, performance and contributions, and other relevant circumstances
	§		are reviewed at least annually and adjusted, as appropriate, to reflect changes in the labor market in addition to factors such as individual performance, range of responsibilities, value, experience and contribution to the organization

          Non-Equity Incentive Awards – Performance Based (Short-Term Incentive Plan)

	§		Annual incentives serve as a key mechanism of adjusting pay levels to reflect company wide short-term performance, thereby ensuring affordability and a competitive return to shareholders
	§		Variable incentive pay must be earned annually which downplays entitlement and emphasizes pay for performance
	§		Annual incentives will reward executives for annual financial performance and achievement of established corporate objectives
	§		Annual non-equity incentives are made by the Committee at a meeting in April of each year
	§		In March 2006, the Compensation Committee approved parameters of the Short-Term Incentive Plan. All of the Corporation’s associates, including the Corporation’s Named Executive Officers, participate in the plan. The Short-Term Incentive Plan went in effect beginning with fiscal 2006. Under the plan, a target percentage is established for each participant at the beginning of each fiscal year, based upon median competitive award levels for short-term incentive compensation within the financial services industry. The target percentage, after being adjusted for performance as described below, is applied to actual base salary paid for the fiscal year.
			For the 2006 Short-Term Incentive Plan, two performance measures, return on equity (“ROE”) and growth in earnings per share (“EPS”), were used to determine the actual awards under the plan. In April 2006, the Compensation Committee established threshold, target and maximum ROE levels based upon the performance of publicly traded bank holding companies of between $3-10 billion in asset size as published by SNL Financial. In addition, the Compensation Committee established threshold, target and maximum EPS growth levels based upon reasonable growth expectations for the Corporation. At the end fiscal 2006, the amount of the target percentage was multiplied by a factor ranging from zero times the target percentage (for performance at or below the threshold ROE) up to two times the target percentage (for performance at or above the maximum ROE). After adjusting the target percentage based upon ROE performance (the “Adjusted Percentage”), the amount of the Adjusted Percentage was further modified based upon EPS growth. The EPS modifier will range from a 20% reduction to the Adjusted Percentage (for performance at or below the threshold EPS growth rate) to a 20% increase to the Adjusted Percentage (for performance at or above the maximum EPS

			growth rate). After applying the EPS modifier to the Adjusted Percentage, the resulting percentage was applied to actual base salary paid for the fiscal year to determine the actual award.
			The 2006 short-term incentive target percentages for Messrs. Davis, Lefferson, Hall, Immelt, Munafo and Gehlmann were 50%, 40%, 35%, 35%, 35% and 30%, respectively. However, based on the Corporation’s performance in 2006, the Chief Executive and the Named Executive Officers did not receive any incentive bonus in 2006.

          Long-Term and Stock Based-Incentives

	§		serve as a means of attracting, retaining and rewarding executives who are in a position to most directly influence the longer-term success of the Corporation
	§		balance short-term decision making with a long-term perspective, thereby encouraging decisions that have a positive impact on long-term shareholder value creation and our company as a whole
	§		support our capital structure and strategy taking into consideration both Corporation and executive perspectives, and provide a source of executive capital accumulation commensurate with value created for shareholders
	§		are generally targeted to approximate the median competitive market practices, taking into consideration internal equity and the organizational structure
	§		as earned are a function of long-term financial and operational results relative to company objectives and industry performance
	§		may be awarded in cash, equity or some combination to address Corporation objectives and executive stock ownership
	§		all equity awards are made at or above the market price at the time of grant
	§		for 2006 grants were approximately 120% of base salary for Mr. Davis, 50% of base salary for Mr. Lefferson and 40% of base salary for Messrs. Hall, Munafo and Gehlmann for 2006; consisting of 50% stock options and 50% restricted stock grants
	§		Annual awards of equity compensation are made at a Committee meeting in April of each year
	§		Newly hired executives may receive new hire bonus equity awards. If such awards are granted, they are received on the last business day of the quarter in which they are hired and such awards are priced at market value on that date
	§		The 1999 Stock Incentive Plan provides for incentive compensation to our executive officers tied to the enhancement of shareholder value. Under the 1999 Stock Incentive Plan, the Compensation Committee reviewed and approved in April 2006 stock option grants and restricted stock awards for the Named Executive Officers. The option exercise price and the value of restricted shares are determined based on the fair market value of the stock at the close of business on the date of grants. The Compensation Committee reviewed management’s recommendation on the amount of the stock option grants and restricted stock awards based on market practice, the officer’s level in the organization, the performance of the Corporation, and a review of stock option grants and restricted stock awards made in prior years. After discussing and modifying the recommendations, the awards are ratified. Vesting of restricted shares is subject to performance triggers and beginning in 2006, options vest over a four-

year period. These awards are discussed elsewhere in this Proxy Statement at “Summary Compensation Table” and “Grants of Plan-Based Awards.”

          Non Performance Based Benefits

	§		The benefits program, in total, attempts to meet the essential needs of executives in a manner which is market competitive and cost-effective for both the executive and the Corporation
	§		Executives can participate in group medical and life insurance programs and a percentage match by the Corporation under the 401(k) plan, and a defined benefit plan, which are generally available to all of our associates on a non-discriminatory basis. The benefits will serve to protect executives and their families against financial risks associated with illness, disability and death and will provide financial security during retirement through a combination of personal savings and Corporation contributions, taking advantage of tax-deferral opportunities where permitted
	§		The Named Executive Officers also receive certain fringe benefits, such as participation in the SERP and Deferred Compensation Plan. In addition, the Named Executive Officers are reimbursed for business-related expenses they incur, receive a monthly car allowance, some are reimbursed for club memberships, and are entitled to up to $2,000 reimbursement for tax/investment advice. Furthermore, relocation benefits are available for qualifying executives. Management believes that the costs of reimbursement of such expenses and allowances constitute ordinary and necessary business expenses that facilitate job performance and minimize work-related expenses incurred by the Named Executive Officers. Finally, biennial physical examinations are provided to senior officers in hopes of ensuring the continued health of key managers and executives of the Corporation. Those approved benefits that are not business-related, however, are paid/reimbursed but taxed as a personal benefit.
	§		Employment agreements provide added benefits to the Named Executives in event of a change-in-control and/or termination for other than cause. See “—Employment Agreements” and “Other Potential Post-Employment Payments.”

External Benchmarks

          In evaluating the levels of compensation, the Compensation Committee also utilizes the services of Watson Wyatt, an independent compensation consulting firm. Watson Wyatt presents information from survey resources available to Watson Wyatt in addition to information from a customized proxy analysis of similarly sized publicly-traded financial services/banking organizations. In evaluating the market date provided by Watson Wyatt, the committee will also consider:

•		The primary labor market peer group against which executive compensation and performance is benchmarked (generally comprised of companies with a financial services/banking industry focus and of a similar asset size to ensure market competitiveness)
•		Companies representative of the broader general industry population may provide appropriate compensation benchmarks for certain positions that are not specific to the financial services/banking industry
•		Pay opportunities are established based on median market practices. Actual compensation earned should reflect overall performance of the Corporation so that in years of strong performance, executives may earn higher levels of compensation as compared to executives in similar positions of responsibility at comparative companies. Conversely, in years of below average performance, executives may be paid below average compensation

Employment Agreements

     The Corporation has employment agreements with each of the Named Executive Officers currently employed by the Corporation as described below.

Employment Agreement with Mr. Davis

     In 2004, the Corporation entered into an agreement with Mr. Davis. The agreement was amended and restated on August 24, 2006 (the “Agreement”). The initial term of the Agreement was for one year from the commencement of Mr. Davis’s employment on October 1, 2004 (the “Commencement Date”). The Agreement automatically renews for successive one-year periods after the initial term, unless and until terminated in accordance with the terms of the Agreement. The Agreement provides that Mr. Davis will receive an annual salary, incentive awards, non-incentive related compensation (including executive benefits/perquisites), and broad-based employee benefits as determined from time-to-time by the Board. Mr. Davis’s annual base salary was increased from $400,000 in 2005 to 450,000 in August of 2006.

     Pursuant to the agreement and in connection with his initial hiring, Mr. Davis is entitled to a bonus of $33,000 on each of the first three anniversaries of his employment, ending October 1, 2007. Furthermore, pursuant to the Agreement, Mr. Davis received (i) a stock option grant, subject to the terms of the Corporation’s 1999 Stock Incentive Plan, for 50,000 shares of the Company’s common shares that vested on October 1, 2005 with an exercise price equal to the fair market value on the date of grant; and (ii) a restricted stock award, subject to the terms of the stock plan, for 35,000 shares of the Corporation’s common shares (17,500 vested on October 1, 2005, 8,750 vested on October 1, 2006, and 8,750 will vest on October 1, 2007). He must be employed by the Corporation on the applicable anniversary to receive the additional bonuses or restricted shares, except as otherwise provided in the Agreement, as described below.

     Termination. Mr. Davis’s employment with the Corporation:

	•		Will terminate automatically upon his death;
	•		May be terminated either by the Corporation or Mr. Davis at the end of the agreement’s initial term or any renewal term upon 90 days prior written notice from either of them to the other;
	•		May be terminated by Mr. Davis at any time for “Good Reason,” meaning the occurrence, without Mr. Davis’s consent, of a significant reduction in his base salary or his authority or responsibilities as set forth in the Agreement;
	•		May be terminated by the Corporation immediately upon notice to Mr. Davis at any time for Cause, as defined in the Agreement; or
	•		May be terminated by the Corporation immediately upon notice to Mr. Davis at any time if he is then under a Long-Term Disability, as defined in the Agreement.

     Severance. If Mr. Davis’s employment is terminated as follows:

	•		By the Corporation, without Cause (as defined in the Agreement), by providing 90 days written notice prior to the end of the Agreement’s initial term or any renewal term;
	•		By the Corporation, without Cause, immediately upon notice to Mr. Davis at any time, if he is then under a Long-Term Disability, as defined in the Agreement; or
	•		By Mr. Davis at any time for “Good Reason,” as defined in the Agreement; and

Mr. Davis has provided the Corporation with a separate, written release and covenant not to sue; then Mr. Davis will be entitled to receive termination compensation equal to:

	•		compensation equal to 24 months of his Base Salary
	•		a termination bonus equal to twice the target payment under the Corporation’s Short-Term Incentive Bonus Plan for the calendar year in which the termination occurred;

	•		any additional bonuses not yet paid under the Agreement, and
	•		if the termination occurs within 12 months of a Change in Control as such term is defined in the Agreement, Mr. Davis will receive a payment equal to the present value of the death benefit he would have received under an Employee Split Dollar Agreement and calculated as if Mr. Davis died at age 75.

The termination compensation will be paid over a two-year Severance Period as such term is defined in the Agreement. Following any termination, should Mr. Davis elect COBRA coverage, the Corporation shall pay the premiums for the first 12 months of such coverage. Mr. Davis shall also be entitled to executive outplacement assistance with an agency selected by the Corporation in an amount not to exceed 5% of Mr. Davis’s base salary.

          In the event the receipt of any payment under the Agreement, in combination with any other payments to Mr. Davis from the Corporation, will result in the payment by Mr. Davis of any excise tax under Section 280G and Section 4999 of the Internal Revenue Code (“Code”), the Corporation will pay to Mr. Davis an additional amount equal to the amount of such excise tax and the additional federal, state and local income taxes for which Mr. Davis will be liable as a result of this additional payment. Furthermore, the Agreement is subject to the limitations of Section 409A of the Code.

Employment Agreements with Named Executive Officers Other than Mr. Davis

          The Corporation is party to employment agreements with each of the Named Executive Officers other than Mr. Davis (each referred to as an “Officer”). Each agreement is for a term of one or two years. Unless and until terminated in accordance with the terms of the agreement, each agreement renews annually from and after the initial term unless the Corporation or the Officer gives three to six months prior notice of termination.

          The agreements can be terminated upon the Officer’s death or disability; at the end of the initial term or any renewal term if not renewed upon six month’s prior written notice; for Cause, as defined in the agreements; or for “Good Reason,” meaning:

	•		a change in the duties of the Officer’s position or the transfer to a new position in violation of the terms of the agreement;
	•		a substantial alteration in the nature or status of the Officer’s responsibilities in violation of the agreement;
	•		a reduction in the Officer’s base salary;
	•		refusal by the Corporation or its successor to renew the term of the agreement for any reason prior to the Officer reaching his or her normal retirement date under the Corporation’s retirement plan; or
	•		a change in the Officer’s employment benefits in violation of the terms of the agreement.

          Except as otherwise provided in the agreements, if the Officer is terminated for any reason other than Cause, and the Officer has provided the Corporation with a separate, written release and covenant not to sue in accordance with the agreement and does not revoke such release and covenant, then the Officer will be entitled to receive the following:

	•		The Officer’s base salary will be continued for a period of 12- 24 months from the date of termination of employment (such period being called the “Severance Pay Period”).
	•		During the Severance Pay Period, only medical and dental benefits continue.

	•		If, prior to the Officer’s date of termination, the Officer has participated in the Corporation’s Short-Term Incentive Plan for a complete calendar year, the Officer will receive a payment in one lump-sum in an amount equal to one or two times the percentage of the incentive payment made or required to be made for the calendar year pursuant to the plan immediately preceding the calendar year in which the Officer’s date of termination occurs.
			Notwithstanding the above, if the employment of an Officer is terminated as follows:
	•		By the Corporation, with Cause, the Officer will receive a payment in one lump-sum in an amount equal to two times the percentage of the incentive payment made or required to be made for the calendar year pursuant to the Short-Term Inventive Plan immediately preceding the calendar year in which the Officer’s date of termination occurs.
	•		If the Officer’s date of termination of employment is within 12 months after a change in control (as defined in the agreements), the Officer will receive a payment equal to: (A) with respect to shares subject to an option granted as of the time of the change in control under the Corporation’s 1991 and 1999 stock plans that the Officer cannot exercise due to the termination of employment, the difference between the fair market value of such common shares determined as of the date of termination of employment and the option exercise price, and (B) with respect to any restricted stock granted under the Corporation’s 1991 Stock Incentive Plan as of the time of the change in control which the Officer forfeits as a result of the termination of employment, the fair market value of such restricted shares determined as of the date of termination of employment and as if all restrictions had been removed.

If the receipt of any payments described above to the Officers (other than Messrs. Munafo and Gehlmann), in combination with any other payments to them, shall, in the opinion of independent tax counsel selected by the Corporation, result in liability for the payment by the Officer of any excise tax pursuant to Sections 280G and 4999 of the Code, the Corporation will pay to the Officer within 60 days of the date his or her employment terminates an additional amount equal to the amount of such excise tax and the additional federal, state, and local income taxes for which he or she will be liable as the result of this additional payment. Furthermore, the Agreements are subject to the limitations of Section 409A of the Code.

Confidentiality and Non-Competition

          The Named Executive Officers, including Mr. Davis, are prohibited, at all times, from disclosing any confidential information, as defined in the agreements, except as required by law, and must return all confidential information to the Corporation upon termination of their employment. During the term of each Named Executive Officer’s employment and for a period of six months following termination of the officer’s employment for any reason other than by the Corporation for Cause (as defined in the agreements), the Named Executive Officer has agreed not to be employed by, serve as an officer or director of, consultant to, or advisor to any business that engages either directly or indirectly in commercial banking, savings banking, or mortgage lending in the geographic area of Ohio, Indiana, Michigan, or Kentucky, or which is reasonably likely to engage in such businesses in the same geographic area.

Severance Agreements

          The Corporation entered into an Agreement and Release with Mr. Immelt on June 27, 2006 pursuant to which he will receive certain payments in accordance with his previous employment agreement with the Corporation. Mr. Immelt was a named executive officer during part of fiscal 2006.

Tax and Accounting Implications

     Deductibility of Executive Compensation. Section 162(m) of the Code generally disallows a corporate tax deduction for annual compensation paid to executive officers to the extent that it exceeds $1,000,000. It is the policy of the Compensation Committee that compensation to executive officers should, in general, be structured to qualify for deductibility under Section 162(m). For those exceptional circumstances where executive compensation may exceed the deductible amount, the Corporation has adopted a deferred compensation plan which provides for the mandatory deferral of such excess compensation.

     Nonqualified Deferred Compensation. On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the tax rules applicable to nonqualified deferred compensation arrangements. While the final regulations have not become effective yet, the Corporation believes it is operating in good faith compliance with the statutory provisions which were effective January 1, 2005.

     Accounting for Stock-Based Compensation. Beginning on January 1, 2006, the Corporation began accounting for stock-based payments in accordance with the requirements of Financial Accounting Standards Statement No. 123(R) (“FAS 123(R)”).

     Incentive Stock Options. Federal income tax rules impose limits to the favorable tax treatment for incentive options. The limit is that no employee may hold incentive options that become exercisable in a single calendar year whose total value exceeds $100,000. If this limit is exceeded, the “excess” above $100,000 becomes a non-qualified stock option and does not receive the favorable tax treatment described above. In the event options granted to the Named Executive Officers exceed the $100,000 limit they automatically become non-qualified options.

Other Information

          The Corporation currently does not have any stock ownership guidelines for executive officers.

Summary

     The total compensation mix attributable to the relative weighting of each element reflects the competitive market and our priorities. As such, the mix of pay may be adjusted from time to time to best support our immediate and longer-term objectives. Generally, as associates move to higher levels of responsibility with greater ability to influence our results, the percentage of pay at risk may increase

          We believe our approach to executive compensation is a critical element to the successful attraction and retention of the right talent to effectively implement our strategic plan. We can apply multiple approaches and tactics but the key principles of market based compensation, adjusted for the value created by the individual and organizational performance should be the cornerstones of our philosophy. We believe the compensation packages provided to the Named Executive Officers is appropriate and consistent with our compensation philosophy.

SUMMARY COMPENSATION TABLE

     The following Summary Compensation Table sets forth the compensation of Corporation’s Principal Executive Officer, Principal Financial Officer and the next three highest compensated executive officers. All of the executive officers named in the Summary Compensation Table are referred to hereafter as the “Named Executive Officers.” Mark Immelt is also included because he was a Named Executive Officer for a portion of 2006.

																										Change in
																										Pension Value
																										and Nonqualified
																						Non-Equity				Deferred
														Stock				Option				Incentive Plan				Compensation				All Other
Name and						Salary				Bonus				Awards				Awards				Compensation				Earnings				Compensation				Total
Principal Position		Year				($)(1)				($)(2)				($)(3)				($)(4)				($)(5)				($)(6)				($)(7)				($)
Claude E. Davis			2006				420,000				33,000				277,146				299,232				—				31,549				57,998				1,118,925
President & CEO
C. Douglas Lefferson			2006				262,404				0				67,284				73,440				—				60,162				29,787				493,077
EVP and Chief Operating Officer
J. Franklin Hall			2006				220,673				0				46,458				49,824				—				15,876				17,055				349,866
SVP and Chief Financial Officer
Mark W. Immelt			2006				297,962				0				0				0				—				98,469				860,779				1,257,210
EVP, Wealth Resource Group
Samuel J. Munafo			2006				228,461				0				48,060				50,976				—				110,352				32,891				470,740
EVP, Banking
Gregory A. Gehlmann			2006				219,327				0				44,856				47,520				—				10,971				19,197				341,871
SVP, Chief Risk Officer and General Counsel

						Company
						Match								Dividends on
						Under				Split Dollar				Unvested
		Automobile				401(k)				Insurance				Restricted
Name		Allowance				Plan				Premiums				Stock				Other				Total
Mr. Davis		$	9,078			$	6,581			$	2,254			$	27,488			$	12,597			$	57,998
Mr. Lefferson			9,068				6,574				898				8,751				4,496				29,787
Mr. Hall			6,000				2,296				715				5,547				2,497				17,055
Mr. Immelt			8,854				6,906				5,957				7,547				831,515				860,779
Mr. Munafo			8,686				6,853				2,863				6,399				8,090				32,891
Mr. Gehlmann			6,000				6,466				742				2,368				3,621				19,197

GRANTS OF PLAN-BASED AWARDS

The following table shows all individual grants of stock awards to the Named Executive Officers of the Corporation during the fiscal year ended December 31, 2006. Total value is computed utilizing the grant date market value for restricted stock awards and the grant date fair value in accordance with FAS 123(R )on stock option awards.

Estimated Future Payouts

Under Equity Incentive Plans(4)

All

Other

Estimated

Stock

Future

Awards:

All Other

Grant

Payouts

Number

Option

Exercise

Date

Under

of

Awards:

Or Base

Fair

Non-

Shares

Number of

Price of

Value of

Equity

of Stock

Securities

Option

Stock and

Grant

Incentive

or Units

Underlying

Awards

Option

Name

Date

Plans

Threshold

Target

Maximum

(#)(1)

Options (#)

(2)

Awards(3)

Claude Davis

4/24/06

NONE

N/A

$

540,000

N/A

17,300

$

277,146

103,900

$

16.02

299,232

C. Douglas Lefferson

4/24/06

NONE

N/A

132,500

N/A

4,200

67,284

25,500

$

16.02

73.440

J. Franklin Hall

4/24/06

NONE

N/A

90,000

N/A

2,900

46,458

17,300

$

16.02

49.824

Sam Munafo

4/24/06

NONE

N/A

92,000

N/A

3,000

48,060

17,700

$

16.02

50,976

Mark Immelt

—

NONE

N/A

—

N/A

—

—

—

—

—

Greg Gehlmann

4/24/06

NONE

N/A

92,000

N/A

2,800

44,856

16,500

$

16.02

47,520

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

     The following table represents stock options and restricted stock awards outstanding for each NEO as of December 31, 2006. All stock options and restricted awards have been adjusted for stock dividends and stock splits. The closing per share price of the Corporation’s stock on the last trading date of the fiscal year was $16.61.

		Option Awards																Restricted Stock Awards
		Number of				Number of												Number of
		Securities				Securities												Shares or
		Underlying				Underlying												Units of				Market Value of
		Unexercised				Unexercised												Stock That				Shares or Units of
		Options				Options				Option				Option				Have Not				Stock That Have Not
		(#)				(#)				Exercise Price				Expiration				Vested				Vested
Name		Exercisable				Unexercisable				($)				Date				(#) (1)				($)
Claude E. Davis																			42,850			$	711,739
			50,000				0			$	17.19				10/01/2014
			21,024				63,076	(3)		$	17.51				04/18/2015
			0				103,900	(4)		$	16.02				04/24/2016
C. Douglas Lefferson																			11,700			$	194,337
			1,271				0			$	19.09				01/27/2008
			4,201				0			$	22.57				01/25/2009
			1,574				0			$	22.57				06/12/2010
			12,127				0			$	17.56				01/24/2010
			10,500				0			$	16.01				01/23/2011
			10,000				0			$	17.20				01/17/2012
			10,000				0			$	16.58				01/22/2013
			2,500				0			$	17.09				01/21/2014
			6,249				18,751	(3)		$	17.51				04/18/2015
			0				25,500	(4)		$	16.02				04/24/2016
J. Franklin Hall																			7,800			$	129,558
			6,772				0			$	17.56				01/24/2010
			5,250				0			$	16.01				01/22/2011
			5,000				0			$	17.20				01/17/2012
			10,000				0			$	16.58				01/22/2013
			2,500				0			$	17.09				01/21/2014
			3,574				10,726	(3)		$	17.51				04/18/2015
			0				17,300	(4)		$	16.02				04/24/2016
Samuel J. Munafo																			7,900			$	131,219
			7,624				0			$	19.09				01/27/2008
			8,662				0			$	22.57				01/25/2009
			15,120				0			$	17.56				01/24/2010
			7,875				0			$	16.01				01/22/2011
			5,000				0			$	17.20				01/17/2012
			5,000				0			$	16.58				01/22/2013
			2,500				0			$	17.09				01/21/2014
			2,999				9,001	(3)		$	17.51				04/18/2015
			0				17,700	(4)		$	16.02				04/24/2016

		Option Awards																Restricted Stock Awards
		Number of				Number of												Number of
		Securities				Securities												Shares or
		Underlying				Underlying												Units of				Market Value of
		Unexercised				Unexercised												Stock That				Shares or Units of
		Options				Options				Option				Option				Have Not				Stock That Have Not
		(#)				(#)				Exercise Price				Expiration				Vested				Vested
Name		Exercisable				Unexercisable				($)				Date				(#) (1)				($)
Gregory A. Gehlmann																			5,100			$	84,711
			2,849				8,551	(5)		$	18.63				06/21/2016
			0				16,500	(4)		$	16.02				04/24/2016
Mark W. Immelt																			0				0
			12,706				0			$	19.09				01/28/2007
			17,325				0			$	22.57				12/31/2007
			33,810				0			$	17.56				12/31/2007
			10,500				0			$	16.01				12/31/2007
			10,000				0			$	17.20				12/31/2007
			10,000				0			$	16.58				12/31/2007
			2,500				0			$	17.09				12/31/2007
			5,449				0			$	17.51				12/31/2007

Time-based restricted shares will vest according to the following schedule:

Vesting Date		Davis				Lefferson				Hall				Munafo				Gehlmann				Immelt
January 21, 2007			—				1,250				1,000				1,250				—				—
January 21, 2008			—				1,250				1,000				1,250				—				—
October 1, 2007			8,750				—				—				—				—				—

Performance-based restricted shares will vest according to the following schedule:

Vesting Date		Davis				Lefferson				Hall				Munafo				Gehlmann				Immelt
April 18, 2007			—				—				—				—				—				—
April 24, 2007			—				—				—				—				—				—
April 18, 2008			12,600				3,750				2,175				1,800				1,725				—
April 24, 2008			8,650				2,100				1,450				1,500				1,400				—
April 18, 2009			4,200				1,250				725				600				575				—
April 24, 2009			4,325				1,050				725				750				700				—
April 24, 2010			4,325				1,050				725				750				700				—

OPTION EXERCISES AND STOCK VESTED

     The following table shows the stock options exercised and restricted stock that vested by NEOs in 2006 and the value realized upon exercise.

		Option Awards								Stock Awards
		Number of								Number of
		Shares								Shares				Value
		Acquired				Value				Acquired				Realized on
		on Exercise				Realized on				on Vesting				Vesting
Name		(#)				Exercise ($)				(#)				($)
Claude E. Davis			—			$	—				8,750			$	139,213
C. Douglas Lefferson			1,537				10,095				6,236				108,766
J. Franklin Hall			—				—				3,351				58,399
Mark W. Immelt			—				—				7,168				125,139
Samuel J. Munafo			3,074				19,391				3,721				65,005
Gregory A. Gehlmann			—				—				—				—

          The Corporation has no long-term incentive plans relating to future compensation of the Named Executive Officers other than the 1991 Stock Incentive Plan and the 1999 Stock Incentive Plan. No additional awards can be granted under the 1991 Stock Incentive Plan.

PENSION BENEFITS

          The Corporation has a thrift plan, a retirement plan, a supplemental retirement plan and a deferred compensation plan. It also maintains Split Dollar Agreements covering the Named Executive Officers and certain other management associates. The retirement plan and the thrift plan cover the majority of the employees of the Corporation and its subsidiaries, including the officers of the Corporation. The deferred compensation plan is a nonqualified deferred compensation plan in which only executive officers of the Corporation are eligible to participate. Participants may elect to defer up to 50% of their base salary and 100% of their bonus or incentive pay for any year.

          Thrift Plan. The thrift plan covers associates who reached age 21. Participation is immediately available and participants may contribute up to 50% of their base salary (unless limited by law or regulation) to the plan. The Corporation’s subsidiaries’ matching contributions are 50% of each participant’s contribution, limited to 3% of base salary of each participant, and become fully vested when made. Effective January 1, 2006, Corporation contributions are fully vested after one year for new associates entering the plan after that date.

          Defined Benefit Pension Plan. The Corporation’s Employee’s Pension Plan covers associates of the Corporation’s subsidiaries who have attained age 21 and completed one year of credited service. An associate is

vested after five years of service and receives benefits upon retirement pursuant to a formula based on average salary and years of service.

     Supplemental Retirement Plan. The Corporation maintains a supplemental executive retirement plan (“SERP”) to supplement the payments under the pension plan for certain senior officers of the Corporation and its subsidiaries who may be designated from time-to-time by the Compensation Committee. The SERP’s purpose is to augment an individual’s retirement income.

PENSION BENEFITS

     The following table shows each pension plan that the NEO participates in, the number of years of credited service and the present value of accumulated benefits.

				Number of
				Years of				Present Value of
				Credited				Accumulated				Payments During
				Service				Benefit				Last Fiscal Year
Name		Plan Name		(#)(1)				($)(2)				($)
Claude E. Davis		Employees’ Pension Plan			2			$	20,246							$	0
		SERP			2				33,176							$	0
C. Douglas Lefferson		Employees’ Pension Plan			21				170,641							$	0
		SERP			21				60,143							$	0
J. Franklin Hall		Employees’ Pension Plan			8				37,007							$	0
		SERP			8				3,494							$	0
Mark W. Immelt		Employees’ Pension Plan			10				257,659							$	0
		SERP			10				195,087							$	0
Samuel J. Munafo		Employees’ Pension Plan			35				603,221							$	0
		SERP			35				79,083							$	0
Gregory A. Gehlmann		Employees’ Pension Plan			2				19,377							$	0