Exhibit 4.3

AMENDMENT - FIRST FINANCIAL BANCORP 1991 DIRECTOR STOCK OPTION PLAN

March 8, 1995

The First Financial Bancorp 1991 Director Stock Option Plan (the "Plan") is
hereby amended in the following respects:

(1)  Section 5(a) of the Plan is deleted, amended and replaced by the following:

"(a)  Grant of Options.  Commencing on June 18, 1991 and on 
the first, second and third anniversaries thereof, each 
eligible member of the Board on such date(s) shall be granted 
an option to purchase five hundred twenty five (525) Shares; 
and on May 1, 1995, each person who is then an eligible 
member of the Board and who has continuously served on the 
Board since June 18, 1991, shall be granted a final option to 
purchase three thousand one hundred fifty (3,150) Shares. 
Each person who is first elected or appointed to serve as a 
member of the Board after June 18, 1991 shall be granted an 
option to purchase five hundred twenty five (525) Shares on 
the next May 1 which follows the date of his or her election 
or appointment; on the first, second and third anniversaries 
thereof each such person who is then an eligible Board member 
shall be granted an additional option to purchase five 
hundred twenty five (525) Shares; and on the fourth 
anniversary thereof each such person who is then an eligible 
member of the Board and who has continuously served on the 
Board since the date he or she was first granted an option 
under this Plan, shall be granted  a final option to purchase 
three thousand one hundred fifty (3,150) Shares.  
Notwithstanding the foregoing, (i) no option shall be granted 
to a member of the Board who then owns Common Stock of the 
Company possessing more than ten percent of the total
combined voting power or value of all classes of stock of 
the Company or any of its affiliates, (ii) options shall be 
granted on such dates only if there are Shares available 
under the Plan, and (iii) if in any year there are 
insufficient Shares available under the Plan to satisfy the 
option grants required by this paragraph, the number of 
Shares subject to options required to be granted shall be 
proportionately decreased on the basis of the total number of 
available Shares then remaining, as rounded down to avoid 
fractional Shares.  All options granted pursuant to the Plan 
shall be nonstatutory stock options.  A nonstatutory stock 
option is an option not described in Sections 422, 423 or 424 
of the Internal Revenue Code of 1986, as amended (the 
"Code")."

(2) The first sentence of Section 5(c) of the Plan is deleted,
amended and replaced by the following:

"Each option shall be for a ten (10) year term.  Each option 
for 525 Shares shall vest in full on the first anniversary 
date of the date of grant.  Each option for 3,150 Shares 
shall vest at the rate of 525 Shares on the first anniversary 
date of the date of grant and 525 Shares on each anniversary 
date thereafter until vested in full."

(3) The form of each stock option agreement executed and 
delivered to an optionee by the Company under the Plan, as hereby
amended, shall reflect the appropriate number of shares and 
vesting schedule in accordance with amended Sections 5(a) and 5(c)
of the Plan.

(4) Except as amended herein, all of the terms and conditions of
the Plan shall remain in full force and effect.

As approved by the Bancorp Board of Directors on March 8, 1995.