Item 3.03 Material Modifications to Rights of Security Holders

First Financial Bancorp.'s shareholder rights plan expired on December 6, 2008 with the expiration of the Company's Rights Agreement dated as of November 23, 1993, between the Company and First Financial Bank, N.A. and subsequently amended on May 1, 1998 and December 5, 2003 (collectively, the "Rights Agreement"). The Rights Agreement expired by its own terms and the Company's Board of Directors has decided not to renew it. The terms of the Rights Agreement and the common stock rights issued under it are described in Exhibit 4 to Form 10-K for the year ended December 31, 1998, the First Amendment to Rights Agreement (dated May 1, 1998) included as Exhibit 4.1 to the Company's Form 10-Q for the quarter ended March 31, 1998, and the Second Amendment to Rights Agreement (dated December 5, 2003) included as Exhibit 5 to the Company's Form 8-K filed December 5, 2003.

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Form 8-K First Financial Bancorp.