FIRST FINANCIAL BANCORP /OH/
EXHIBIT 10.2
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<TYPE>EX-10.2
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<FILENAME>l84893aex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
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                                                                 EXHIBIT 10.2




CONFIDENTIAL


                                                     August 4, 2000



Michael R. O'Dell
Senior Vice President & CFO
First Financial Bancorp
300 High Street
P.O. Box 476
Hamilton, OH  45012

Dear Mike:

         You are employed by First Financial Bancorp ("FFBC") in a key executive
position. Continuity of the management of FFBC is a critical factor in the
continued success of FFBC. The Board of Directors of FFBC believes it is in the
best interest of FFBC to encourage the continued effort and dedication of key
members of management to their assigned duties.

         In consideration of the mutual promises contained in this letter, FFBC
shall provide to you, and you shall receive from FFBC, the benefits set forth in
this letter ("Agreement"), if your employment with FFBC is terminated during the
term of this Agreement.

1.       Purpose.

         This Agreement establishes certain basic terms and conditions relating
         to your employment with FFBC, and special arrangements and dispute
         resolution proceedings relating to the termination of your employment
         for any reason other than: (i) your retirement; (ii) your becoming
         totally and permanently disabled under the FFBC long-term disability
         plan or policy; or (iii) your death. This Agreement supersedes all
         prior agreements with FFBC and any of its affiliate banks or any
         predecessor businesses, except the Confidentiality Agreement
         concurrently entered, or previously entered, between you and FFBC, and
         the special severance benefits provided under this Agreement are to be
         provided instead of any other severance arrangements offered by FFBC or
         its affiliate banks. Notwithstanding the foregoing, neither your
         termination of employment nor anything contained in this Agreement
         shall have any adverse effect


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Michael R. O'Dell
August 4, 2000
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         upon your rights under any tax-qualified "pension benefit plan," as
         such term is defined in the Employee Retirement Income Security Act of
         1974, as amended ("ERISA"); or under any "welfare benefit plan" as
         defined in ERISA, including by way of illustration and not limitation,
         any medical surgical or hospitalization benefit coverage or long-term
         disability benefit coverage; or under any non-qualified deferred
         compensation arrangement, including by way of illustration and not
         limitation, any stock incentive plan or non-qualified pension plan; or
         under the FFBC Performance Incentive Plan for any completed plan year.

2.       Employment.

         FFBC agrees that, during the term of this Agreement, you will be
         employed with FFBC, in your present position or in a position that is
         comparable to your present position in compensation, responsibility and
         stature and for which you are suited by education and background and
         that:

         (a)      you are, and will continue to be, eligible to participate in
                  any employee benefit plan of FFBC in accordance with its
                  terms; and

         (b)      you will be entitled to the same treatment under any generally
                  applicable employment policy or practice as any other member
                  of Executive Management Group whose position in the
                  organization is comparable to yours.

         Those plans, policies and practices that generally apply to other
         members of the Executive Management Group will be referred to in this
         Agreement as your "Employment Benefits." Your Employment Benefits may
         be modified from time to time after the date hereof without violation
         of this Agreement if the changes apply generally to other members of
         the Executive Management Group.

3.       Term of Agreement.

         This Agreement shall become effective on the date of this Agreement
         ("Commencement Date") and shall continue in effect through the earlier
         of (i) the fifth anniversary of the Commencement Date; (ii) the date of
         your retirement, death or total and permanent disability; or (iii) the
         completion of full payment of all benefits promised hereunder. Absent
         your death, total and permanent disability or retirement, this
         Agreement shall be renewed annually from and after the fifth
         anniversary of the Commencement Date unless written notice to the
         contrary is given by you or by FFBC at least six (6) months prior to
         the expiration of the term, including any extension thereof.

4.       Termination of Employment.

         Your employment may be terminated in accordance with any of the
         following paragraphs, but only upon one (1) month's advance written
         notice (which period shall


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Michael R. O'Dell
August 4, 2000
Page 3

         be referred to in this Agreement as the "Notice Period"):

         (a)      Involuntary Termination. FFBC may terminate your employment
                  without cause. In such an event, you shall continue to receive
                  your full salary and Employment Benefits during the Notice
                  Period. The expiration of the Notice Period shall be your
                  "Date of Termination." Upon your Date of Termination, you
                  shall be entitled to those benefits provided under Section 5,
                  provided you give FFBC the release and covenant not to sue
                  described in Section 5.

         (b)      Involuntary Termination for Cause. FFBC may terminate your
                  employment for "Cause" with written notice setting forth the
                  Cause for termination. "Cause" means a willful engaging in
                  gross misconduct materially and demonstrably injurious to
                  FFBC. "Willful" means an act or omission in bad faith and
                  without reasonable belief that such act or omission was in, or
                  not opposed to, the best interests of FFBC. The expiration of
                  the Notice Period is your "Date of Termination for Cause."
                  Upon your Date of Termination for Cause, you shall only be
                  entitled to those benefits provided under Section 6.

         (c)      Voluntary Termination. You may voluntarily terminate your
                  employment. In such an event, you shall continue to receive
                  your full salary and Employment Benefits during the Notice
                  period provided you satisfactorily perform your duties during
                  the Notice Period unless relieved of those duties by FFBC. The
                  expiration of the Notice Period is your "Voluntary Date of
                  Termination." Upon your Voluntary Date of Termination, you
                  shall only be entitled to those benefits provided under
                  Section 6.

         (d)      Voluntary Termination for Good Reason. You may terminate your
                  employment by notice setting forth a Good Reason for
                  termination if the notice is delivered to FFBC within thirty
                  (30) days following the occurrence of any "Good Reason." "Good
                  Reason" means a (i) change in the duties of your position, or
                  the transfer to a new position, which is not comparable to
                  your present position in compensation, responsibility or
                  status in violation of Section 2; (ii) substantial alteration
                  in the nature or status of your responsibilities in violation
                  of Section 2; (iii) reduction in your base salary; (iv)
                  refusal by FFBC, or its successor, to renew the term of this
                  Agreement for any reason, prior to your reaching your normal
                  retirement date under the FFBC Pension Benefit Plan; or (v)
                  changes in your Employment Benefits in violation of Section 2.
                  If you give notice of termination for Good Reason, you shall
                  continue to receive your full base salary and Employment
                  Benefits during the Notice Period as in effect prior to the
                  event that is the Good Reason for termination, subject to the
                  right of FFBC to make any changes to your Employment Benefits
                  permitted in accordance with Section 2. The expiration of the
                  Notice Period is your "Date of Termination." Upon your Date of
                  Termination, you shall be entitled to those benefits provided
                  under Section 5, provided you give FFBC the written release
                  and covenant not to sue described in Section 5.


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Michael R. O'Dell
August 4, 2000
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5.       Special Severance Benefits.

         If your employment with FFBC is involuntarily terminated in accordance
         with Section 4(a) or you voluntarily terminate your employment for Good
         Reason in accordance with Section 4(d) and you provide FFBC with a
         separate, written release and covenant not to sue (on a form provided
         by and satisfactory to FFBC) which releases FFBC from all claims
         arising from your employment and termination of your employment, and
         you do not revoke this release and covenant not to sue, then you shall
         receive the following benefits, less any applicable withholding
         required for federal, state or local taxes:

         (a)      your base salary shall be continued in effect for a period of
                  thirty-six (36) months from your Date of Termination
                  (hereinafter called your "Severance Pay Period");

         (b)      if, prior to your Date of Termination, you have participated
                  in the FFBC Performance Incentive Plan for a complete calendar
                  year, you will receive an incentive compensation payment
                  within thirty (30) days of your Date of Termination in one
                  lump-sum in an amount equal to 3.0 times the percentage of the
                  incentive payment made or required to be made for the calendar
                  year pursuant to the Performance Incentive Plan immediately
                  preceding the calendar year in which your Date of Termination
                  occurs;

         (c)      if your Date of Termination is within twelve (12) months after
                  a Change in Control, you will receive a payment within thirty
                  (30) days of your Date of Termination in one lump-sum in an
                  amount equal to the total of the following:

                  (i)      With respect to any shares of Stock subject to an
                           Option granted to you as of the time of the Change in
                           Control under the First Financial Bancorp 1991 Stock
                           Incentive Plan (the "Incentive Plan") that you cannot
                           exercise as a result of your termination of
                           employment, the difference between the fair market
                           value of such Stock, determined as of your Date of
                           Termination, and the Option Price.

                  (ii)     With respect to any Restricted Stock granted to you
                           under the Incentive Plan as of the time of the Change
                           in Control which you forfeit as a result of your
                           termination of employment, the fair market value of
                           such Restricted Stock, determined as of your Date of
                           Termination and as if all restrictions had been
                           removed.

                  (iii)    For purposes of this Section 5, "Stock," "Options,"
                           "Option Price," "Restricted Stock" and "Committee"
                           will have the meaning given those terms in the
                           Incentive Plan, and your right to exercise Options or
                           to receive Restricted Stock without forfeiture will
                           be determined after any adjustments made by the
                           Committee under Sections 8.8 and 11.1 of the
                           Incentive Plan, and after any amendments made to the
                           Incentive Plan in connection with the Change in
                           Control.


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Michael R. O'Dell
August 4, 2000
Page 5

                  (iv)     For purposes of this Section 5, "Change in Control"
                           will have the following meaning: (a) a plan has been
                           approved by the shareholders of FFBC and consummated
                           for FFBC to be merged or consolidated with another
                           corporation and as a result of such merger or
                           consolidation less than 75% of the outstanding voting
                           securities of the surviving or resulting corporation
                           will be owned in the aggregate by the former
                           shareholders of FFBC as the same shall have existed
                           immediately prior to such merger or consolidation;
                           (b) an agreement for the sale by FFBC of
                           substantially all of its assets to another
                           corporation which is not a wholly owned subsidiary
                           has been approved by the shareholders (or the Board
                           of Directors or appropriate officers if shareholder
                           approval is not required) and consummated; (c)
                           "beneficial ownership" as defined in Rule 13d-3
                           promulgated under the Securities Exchange Act of 1934
                           (the "Exchange Act") of twenty percent (20%) or more
                           of the total voting capital stock of FFBC then issued
                           and outstanding has been acquired by any person or
                           "group" as defined in Section 13(d)(3) of the
                           Exchange Act; or (d) individuals who were members of
                           the Board of FFBC immediately prior to a meeting of
                           the shareholders of FFBC involving a contest for the
                           election of directors do not constitute a majority of
                           the Board immediately following such election, unless
                           the election of such new directors was recommended to
                           the shareholders by the management of FFBC. The Board
                           of FFBC has final authority to determine the exact
                           date on which a Change in Control has occurred under
                           the foregoing definitions.

         (d)      your Employment Benefits shall be continued during your
                  Severance Pay Period, subject to the right of FFBC to make any
                  changes to your Employment Benefits permitted in accordance
                  with Section 2; provided, however, that you shall not:

                  (i)      accumulate vacation pay for periods after your Date
                           of Termination;

                  (ii)     first qualify for long-term disability benefits or
                           sickness and accident plan benefits by reason of an
                           illness, accident or disability occurring, or a
                           sickness or illness first manifesting itself, after
                           your Date of Termination;

                  (iii)    be eligible to continue to make contributions to any
                           Internal Revenue Code Section 401(k) plan maintained
                           by FFBC or qualify for a share of any employer
                           contribution made to any tax-qualified defined
                           contribution plan;

                  (iv)     be eligible to accumulate service for pension plan
                           purposes; or

                  (v)      retain possession of any motor vehicle provided to
                           you by FFBC.

         (e)      you shall qualify for full COBRA health benefit continuation
                  coverage upon the expiration of your Severance Pay Period;


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Michael R. O'Dell
August 4, 2000
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         (f)      you shall be entitled to full executive outplacement
                  assistance with an agency selected by FFBC with the fee paid
                  by FFBC in an amount not to exceed five percent (5%) of your
                  annual base salary;

         (g)      with respect to the Endorsement Method Split Dollar Plan
                  Agreement (the "Split Dollar Agreement") to which you are a
                  party (and solely for purposes of the Split Dollar Agreement),
                  the duration of your Severance Pay Period shall be considered
                  as if it were active employment for purposes of determining
                  whether you were eligible to receive a retirement benefit
                  under the early retirement provisions of First Financial
                  Bancorp Employees' Pension Plan, as provided in Section VI(B)
                  of the Split Dollar Agreement; and

         (h)      if your Date of Termination is within twelve (12) months after
                  a Change in Control, you will receive a payment (the "Split
                  Dollar Payment") within ninety (90) days of your Date of
                  Termination in one lump-sum equal to the present value of the
                  death benefit you would have received under the Split Dollar
                  Agreement, determined as if you had terminated on your Date of
                  Termination, were then eligible to receive a retirement
                  benefit under the early retirement provisions of First
                  Financial Bancorp Employees' Pension Plan (whether or not this
                  is actually the case), and died at age 75 when the Split
                  Dollar Agreement was still in effect. For purposes of this
                  Section 5, present value will be determined using an annual
                  discount rate of 7%. Notwithstanding the prior two sentences,
                  if you elect to receive an assignment of the policy under
                  Section X of the Split Dollar Agreement, the Split Dollar
                  Payment shall be applied to the cash payment to FFBC required
                  under Section X of the Split Dollar Agreement, and any portion
                  of the Split Dollar Payment in excess of the amount required
                  under Section X shall be paid to you. The provisions of this
                  Paragraph (g) will apply whether or not your Split Dollar
                  Agreement is terminated before you receive the Split Dollar
                  Payment.

         (i)      Notwithstanding any other provision of this Agreement, if the
                  receipt of any payment under Section 5 of this Agreement in
                  combination with any other payments to you from FFBC or its
                  affiliates that are parachute payments (as defined in Section
                  280G of the Internal Revenue Code), shall, in the opinion of
                  independent tax counsel of recognized standing selected by
                  FFBC, cause you to be liable for the payment of any excise tax
                  pursuant to Section 280G and Section 4999 of the Internal
                  Revenue Code, then FFBC will pay to you an additional amount
                  equal to the amount of such excise tax and the additional
                  federal, state, and local income taxes for which you will be
                  liable as a result of this additional payment. Such payment
                  will be made within 60 days of the date your employment
                  terminates.

         The release and covenant not to sue which you agree to provide prior to
         the receipt of special severance benefits under this Section 5 of this
         Agreement shall comply with the requirements of the Older Workers
         Benefit Protection Act and applicable state and


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Michael R. O'Dell
August 4, 2000
Page 7


         federal laws and regulations. If you do not provide FFBC with such a
         written release and covenant not to sue, any claims concerning this
         Agreement or otherwise arising from your employment with FFBC, or its
         affiliate banks, shall be subject to final and binding arbitration as
         described in Section 7.

6.       Benefits Upon Voluntary Termination or Termination for Cause.

         Upon your Date of Termination for Cause in accordance with Section 4(b)
         or your Voluntary Date of Termination in accordance with Section 4(c),
         all special severance benefits under this Agreement will be void. In
         such an event, you shall be eligible for any benefits provided in
         accordance with the plans and practices of FFBC that are applicable to
         employees generally.

7.       Arbitration.

         Any dispute under this Agreement, and any claims of wrongful or
         discriminatory termination based on any state or federal statute, tort,
         public policy, contract or promissory estoppel theory, including any
         dispute as to the cause or reason for termination, shall be submitted
         to final and binding arbitration, subject to the National Rules for the
         Resolution of Employment Disputes of the American Arbitration
         Association, effective June 1, 1997, as amended from time to time,
         except as hereinafter provided:

         (a)      FFBC shall pay the arbitrator's fee and a court reporter's
                  attendance fee;

         (b)      Each party shall bear the cost of its own attorney's fees.
                  However, if you prevail in a challenge to FFBC's determination
                  as to cause for your termination or if you prevail on any
                  claim that you were discriminated against in violation of any
                  federal law or statute, you shall be reimbursed by FFBC for
                  the filing fee and any reasonable costs or expenses incurred
                  in such a challenge, including reasonable attorney's fees;

         (c)      The arbitration hearing shall be held in Hamilton, Ohio,
                  unless the parties mutually agree to another location;

         (d)      Each party shall exchange documents to be utilized as exhibits
                  in the arbitration hearing and each party shall be limited to
                  two (2) pre-hearing depositions of two (2) hours each, unless
                  the arbitrator orders additional discovery;

         (e)      The arbitrator shall be appointed in accordance with Rule 12
                  of the above-referenced Rules of the American Arbitration
                  Association as in effect from time to time, except that if,
                  for any reason, an arbitrator cannot be selected by the
                  process described in Rule 12, subparts (i) through (iii), the
                  American Arbitration Association shall submit the names of
                  seven (7) additional arbitrators from its



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Michael R. O'Dell
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Page 8

                  Roster and the parties shall select the arbitrator by
                  alternately striking names with the party requesting
                  arbitration first striking; and

         (f)      Either party shall be entitled to an injunction or other
                  appropriate equitable relief to enforce the arbitration
                  provisions of this Agreement and FFBC shall be entitled to an
                  injunction to prevent any breach, pending arbitration, of the
                  Confidentiality Agreement described below in paragraph 8 or
                  the Covenant Not to Compete described below in paragraph 10.

                  It is the intention of the parties to avoid litigation in any
         court of all claims concerning this Agreement, or otherwise arising
         from your employment with FFBC, and that all such claims will be
         subject to this arbitration agreement. Neither party shall commence or
         pursue any litigation on any claim that is or was the subject of
         arbitration under this Agreement. Each party agrees that this agreement
         to arbitrate and the arbitration award are enforceable under and
         subject to the Federal Arbitration Act, 9 U.S.C. Section I, et seq.
         ("FAA"). If the FAA is held not to apply for any reason and the law of
         the state in which you are employed recognizes the enforceability of
         this Agreement and the arbitration award, then this Agreement and the
         arbitration award are enforceable under the laws of the state in which
         you are employed. Both parties consent that judgment upon the
         arbitration award may be entered in any federal or state court that has
         jurisdiction. The acceptance of any benefit under this Agreement shall
         be deemed ratification of this agreement to arbitrate claims. In the
         event you breach this Agreement by filing a lawsuit, at the time your
         lawsuit is filed, you will return any Special Severance Benefits paid
         to you and be subject to injunctive relief enforcing this Agreement.

8.       Confidentiality.

         You will not disclose to any person or use for the benefit of yourself
         or any other person any confidential or proprietary information of FFBC
         without the prior written consent of the Chief Executive Officer of
         FFBC. Upon your termination of employment, you will return to FFBC all
         written or electronically stored memoranda, notes, plans, customer
         lists, records, reports or other documents of any kind or description
         (including all copies in any form whatsoever) relating to the business
         of FFBC and fully comply with any separate confidentiality agreement to
         which you and FFBC are parties.

9.       Conflicts of Interest.

         You agree for so long as you are employed by FFBC to avoid dealings and
         situations that would create the potential for a conflict of interest
         with FFBC. In this regard, you agree to comply with the FFBC policy
         regarding conflicts of interest and all applicable state or federal
         regulations concerning conflicts of interest applicable to commercial
         bank or savings bank officers.


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Michael R. O'Dell
August 4, 2000
Page 9


10.      Covenant Not to Compete.

         During the term of your employment, and for a period of six (6) months
         following the termination of your employment for any reason other than
         as set forth in Section 4(b), you agree not to be employed by, serve as
         officer or director of, consultant to or advisor to any business that
         engages either directly or indirectly in commercial banking, savings
         banking or mortgage lending in the geographic area of Ohio, Indiana,
         Michigan or Kentucky or which is reasonably likely to engage in such
         businesses in the same geographic area during the six (6) month period
         following your termination of employment.

11.      Notice.

         Notices required or permitted under this Agreement shall be in writing
         and shall be deemed to have been given when delivered or mailed by
         United States certified mail, return receipt requested, postage
         prepaid, in a properly addressed envelope. Notices to FFBC shall be
         addressed to the Chief Executive Officer.

12.      Modification; Waiver; Successors.

         No provision of this Agreement may be waived, modified or discharged
         except pursuant to a written instrument signed by you and the Chief
         Executive Officer of FFBC. This Agreement is binding upon any successor
         to all or substantially all of the business or assets of FFBC.

13.      Validity; Counterparts.

         This Agreement shall be governed by and construed under the law of the
         State of Ohio. The validity or unenforceability of any provision hereof
         shall not affect the validity or enforceability of any other provision
         hereof. This Agreement may be executed in one or more counterparts,
         each of which shall be deemed to be an original but all of which
         together will constitute one and the same instrument.


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Michael R. O'Dell
August 4, 2000
Page 10



                                                 Sincerely yours,

                                                 FIRST FINANCIAL BANCORP



                                                 By:___________________________


ACCEPTED AND AGREED TO
THIS ____ DAY OF AUGUST, 2000



__________________________________
Michael R. O'Dell
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