0000950152-08-007596 Sample Contracts

GUARANTEE AGREEMENT Between FIRST FINANCIAL BANCORP. as Guarantor, WILMINGTON TRUST COMPANY as Guarantee Trustee, Dated as of
Guarantee Agreement • October 1st, 2008 • FFBC Capital Trust I • National commercial banks • New York

THIS GUARANTEE AGREEMENT, dated as of , is executed and delivered by FIRST FINANCIAL BANCORP., an Ohio corporation (the “Guarantor”), having its principal office at 4000 Smith Road, Cincinnati, Ohio 45209, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Capital Securities (as defined herein) of FFBC Capital Trust [ ], a Delaware statutory trust (the “Issuer Trust”).

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TRUST AGREEMENT
Trust Agreement • October 1st, 2008 • FFBC Capital Trust I • National commercial banks • Delaware

This TRUST AGREEMENT, dated as of September 25, 2008 (this “Trust Agreement”), among (i) First Financial Bancorp., an Ohio corporation (the “Depositor”); (ii) Wilmington Trust Company, a Delaware banking corporation, as trustee; and (iii) Gregory A. Gehlmann and J. Franklin Hall, each an individual, as trustees (each of such trustees in (ii) and (iii) a “Trustee” and collectively, the “Trustees”).

AMENDED AND RESTATED TRUST AGREEMENT By and among FIRST FINANCIAL BANCORP. as Depositor, WILMINGTON TRUST COMPANY as Property Trustee, WILMINGTON TRUST COMPANY, as Delaware Trustee, and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as of FFBC CAPITAL...
Trust Agreement • October 1st, 2008 • FFBC Capital Trust I • National commercial banks • Delaware

THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of , is by and among (i) First Financial Bancorp., an Ohio corporation (including any successors or assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee or Delaware Trustee, the “Bank”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”) (the Property Trustee and the Delaware Trustee are referred to collectively herein as the “Issuer Trustees”), (iv) the Administrative Trustees, as hereinafter defined, and (v) the several Holders, as hereinafter defined.

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