0001144204-10-032401 Sample Contracts

465,117 Warrants First Financial Bancorp. UNDERWRITING AGREEMENT
Underwriting Agreement • June 8th, 2010 • First Financial Bancorp /Oh/ • National commercial banks • New York

The United States Department of the Treasury (the “Selling Security Holder”) proposes to sell to Deutsche Bank Securities Inc., as the sole underwriter (the “Underwriter”), an aggregate of up to 465,117 warrants (the “Warrants”) of First Financial Bancorp., an Ohio corporation (the “Company”), representing the right to purchase an aggregate of up to that same number of shares (the “Warrant Shares”) of the Company’s common shares, without par value (the “Common Stock”).

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