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Exhibit 3
Revised April 30, 1987
Revised April 30, 1990
Revised May 7, 1991
Revised April 27, 1993
Revised April 26, 1994
Revised April 22, 1997
Revised April 28, 1998
Revised April 27, 1999
ARTICLES OF INCORPORATION
OF
FIRST FINANCIAL BANCORP.
The undersigned, a majority of whom are citizens of the United
States, desiring to form a corporation, for profit, under Sections 1701.01 et
seq. of the Revised Code of Ohio, do hereby certify:
FIRST. The name of said corporation shall be First Financial
Bancorp.
SECOND. The place in Ohio where its principal office is to be
located is Hamilton, Butler County.
THIRD. The purposes for which it is formed are: to organize,
purchase, acquire, own, invest in, or control banks and other companies, and the
shares and securities of the same, in accordance with, and to the full extent
permitted by, the Bank Holding Company Act of 1956 and other applicable laws of
the United States, or of this State, as now or hereafter amended, and to carry
on the business of a bank holding company in accordance with such laws; and to
engage in any lawful act or activity for which corporations may be formed under
Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.
FOURTH. The total number of shares of stock which the
corporation shall have authority to issue is One Hundred Sixty Million
(160,000,000) shares of common stock, without par value.
(a) Dividends. The holders of shares of common stock shall be
entitled to receive dividends, if and when declared payable from time to time by
the Board of Directors, from any funds legally available therefor.
(b) Voting. Each outstanding share of the common stock of the
corporation shall entitle the holder thereof to one vote and the exclusive
voting power for all purposes shall be vested in the holders of common stock.
(c) Preemptive Rights. No holder of shares of the common stock
of the corporation shall have preemptive rights to subscribe for or to purchase
any shares of the common stock of the corporation or any other securities of the
corporation, whether such share or shares are now or hereafter authorized.
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(d) Purchase of Own Securities. The corporation shall be
authorized to purchase or otherwise acquire, and to hold, own, pledge, transfer
or otherwise dispose of, shares of its own common stock and other securities,
subject, however, to the laws of the State of Ohio and to federal statutes, and
without limitation to the Bank Holding Company Act of 1956 as amended and as
hereinafter may be amended or supplemented.
(e) The shareholders shall not have the right to vote
cumulatively in the election of directors effective for the Annual Meeting
occurring in 1988 and thereafter.
FIFTH. The number and qualification of directors of the
corporation shall be fixed from time to time by its Code of Regulations. The
number of directors may be increased or decreased as therein provided but the
number thereof shall in no event be less than nine. The Board of Directors shall
be divided into three classes as nearly equal in number as the then total number
of directors constituting the whole board permits, with the term of office of
one class expiring each year. At the first annual meeting of stockholders,
directors of Class I shall be elected to hold office for a term expiring at the
next succeeding annual meeting, directors of Class II shall be elected to hold
office for a term expiring at the second succeeding annual meeting, and
directors of Class III shall be elected to hold office for a term expiring at
the third succeeding annual meeting. In no event shall there be less than three
directors per class. Subject to the foregoing, at each annual meeting of
stockholders the successors to the class of directors whose terms shall then
expire shall be elected to hold office for a term expiring at the third
succeeding annual meeting. In the event of any increase in the number of
directors of the corporation, the additional directors shall be so classified
that all classes of directors shall be increased equally as nearly as may be
possible. In the event of any decrease in the number of directors of the
corporation, all classes of directors shall be decreased as equal as possible.
No reduction in number of directors shall of itself have the effect of
shortening the term of an incumbent director.
SIXTH. Each person who is or was a director, officer, employee
or agent of the corporation shall be indemnified by the corporation to the full
extent permitted by the Revised Code of Ohio against any liability, cost or
expense incurred by him in his capacity as a director, officer, employee or
agent, or arising out of his status as a director, officer, employee or agent.
The corporation may, but shall not be obligated to, maintain insurance, at its
expense, to protect itself and any such person against any such liability, cost
or expense.
SEVENTH. The corporation reserves the right to amend, alter,
change or repeal any provision contained in these Articles of Incorporation in
the manner now or hereafter prescribed by the laws of Ohio, and all rights and
powers conferred herein upon stockholders and directors are granted subject to
this reservation.
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EIGHTH. The amount of capital with which the corporation shall
begin business is Five Hundred ($500.00) Dollars.
IN WITNESS WHEREOF, we have hereunto subscribed our names,
this 20th day of July, 1982.
FIRST FINANCIAL BANCORP
/s/ Robert Q. Millan
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Robert Q. Millan
/s/ Richard J. Fitton
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Richard J. Fitton
/s/ Elliott D. Levey
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Elliott D. Levey