First Financial Bancorp. (FFBC) 8-K Entry into a Material Definitive Agreement

Exhibit 10.1

Compensation Arrangements for Non-Employee Directors

First Financial Bancorp. (FFBC)

(New — effective January 1, 2006)

Retainer:	Current	New
Non-Employee Directors	$15,000	$10,000
Amendments to Director Fee Stock Plan will be submitted for shareholder approval at annual meeting to permit investing of FFB retainer in FFBC stock.
	Current	New
FFBC Chairman: (no change)	$30,000	$30,000
Equity Awards:	Current	New
Non-Employee Directors (@ election & re-election)	8,663 options (expected value of $16,952 per year or $50,859 for 3-year period)	$60,000 in value of restricted stock with1/3 vesting per year for 3 years
Amendments to Director Stock Plan will be submitted for shareholder approval at annual meeting to permit granting of restricted awards.
Board Attendance Fees: (no change)	Current	New
Non-Employee Directors	$750	$750
Committee Attendance Fees:	Current	New
Non-Employee Directors	$500	$600
Committee Chair Retainer:	Current	New
Compensation/Corp Gov. & Nominating	$1,000	$2,000
Audit	$1,000	$4,000
Travel Expense Reimbursement
Directors are entitled to reimbursement of their reasonable travel expenses for attending Board of Director and Committee meetings.