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.