EX-14.1 4 ex141codeofconduct.htm EXHIBIT 14.1
ﬁrst ﬁnancial bancorp code of conduct values ﬁrst Conﬁdential. For internal use only.

values ﬁrst Fellow Associates, At First Financial, nothing is more important to our mission and our business than the trust our clients put in us. Integrity is the cornerstone of our culture, and all of us share a personal responsibility to exemplify our principles of uncompromising ethics, respect, responsibility, and good citizenship. We will succeed Strategic Intent by putting values first. We must rely on your sense of personal integrity to protect and enhance our reputation and ask Why do we exist? that you seek appropriate guidance whenever To be woven into the communities we serve. To understand needs and necessary. Basing your decisions on our Company offer financial solutions and resources in order to make lives better. values should lead you to do the right thing, especially in those circumstances where you cannot seek confirmation. What do we believe in? Harm to our reputation affects the entire Company 1. Our Company. We are confident in our collective abilities and is enduring. Any actual or perceived ethical and believe that lives are made betterby our existence. transgression, no matter how isolated or minor, 2. Whole-Life Balance. Our associates should be successful can substantially damage our reputation. at work and at home. 3. Being In-It Together. Our team-based approach means Doing the right thing is key to our success! we are all in it together. 4. Mutual Respect. We seek out, value and respect differences We expect each of you to understand and comply – in opinions, expertise, and experiences. with this Code of Conduct, and all other policies 5. Doing the Right Thing. We do the right thing for each other, that apply to you, both in letter and in spirit. our clients, communities and shareholders. Please take the time to review this Code of Conduct and other elements of the values first Program. values first and Code of Conduct Mission These tools are designed to help you put values first. The values first program and the Code of Conduct are designed to establish and encourage our Company culture based on the highest Sincerely, ethical principles that pervade throughout every office, level and function of the Company. These will guide our day-to-day decisions and activities in accordance with our Company values. Archie M. Brown President and CEO 2 3

Table of Contents Living values first and Living by the Code of Conduct 6 How the Code Works 6 To Whom Does the Code Apply? 6 Making Good Decisions 7 Reporting Code of Conduct Violations and Sharing Concerns About Misconduct 8 Non-Retaliation 10 Investigations 11 Where Do I Turn for Assistance; Help and Resources 11 Your Responsibilities as an Associate 12 Special Responsibilities of Leadership 12 Training and Acknowledgment 13 Waivers and Exceptions to the Code of Conduct 13 “ Our Responsibilities to All 14 Non-Discrimination and Equal Opportunity 14 Protection of Confidential Information 14 Fair Dealing and Competition 16 doing the right thing Compliance with Laws and Regulations 17 Our Responsibilities to the Company 19 Protecting Company Assets 19 is key to our success! Conflicts of Interest 20 Personal Financial Affairs 22 Gifts and Entertainment 23 Outside Activities 24 Political Contributions and Activities 25 Corporate Opportunities 26 Accuracy of Records and Information Reporting 26 Effectively Manage Risk and Lead in Risk Control 27 Business Expenses 28 Our Responsibilities to Our Associates 29 Diversity and Equal Opportunity 29 Discrimination and Harassment 29 Personal Conduct 31 Workplace Safety and Health 31 Our Responsibilities to the Market and Our Shareholders 32 Insider Trading 32 Disclosure 34 Media and Shareholder Inquiries 34 Our Responsibilities to the Community 35 Community Reinvestment 35 Charitable Conduct and Donations 35

values values ﬁrst ﬁrst You may also have certain professional responsibilities or obligations Living values first and with respect to specific licenses you hold. Similarly, many First Financial associates are subject to ethical and conduct standards stemming from Living by the Code of Conduct fiduciary obligations and fiduciary positions. Applicable local or federal law may also dictate certain courses of action. If you believe there is a conflict between the Code and any other policy or standard you are expected to First Financial Bancorp and First Financial Bank, and all related affiliates and subsidiaries (collectively comply with, you should comply with the most restrictive standard. “First Financial” or the “Company”), are committed to living and conducting business according to our core Company values and living values first. While Integrity is first among our core Company values, all Making Good Decisions of our core values are engaged in the values first program. Situations that involve ethical questions are often complex, and it may be difficult to clearly identify the right choice of action. It is similarly The values first program identifies our approach to creating a culture based on the highest ethical difficult to express definitively whether something is right or wrong in principles that pervades throughout every office, level and function of the Company to guide our many situations. You are expected to carefully weigh the various factors day to day decisions and activities in accordance with our Company values. Living values first at and reach a rational, well-reasoned, and ethically sound decision. When First Financial means basing your decisions and actions on your values to guide you to do what is faced with these situations or decisions, there are several questions you right for yourself, our stakeholders and the Company. The Code of Conduct is the pillar of the values should ask yourself before making a decision or taking action: first program. • Do I have the necessary facts and information? This Code of Conduct: • Have I identified and considered the alternatives? • Is designed to help you understand First Financial’s commitment to living values first; • Is the decision legal? Q: What if I have a concern • Provides guidance, identifies resources and helps you understand First Financial’s expectations • Is the decision ethical? that is not covered by this of a values-based culture; Code of Conduct? • Does the action comply with values first, the Code of Conduct, • Includes certain questions and answers about issues that commonly arise, but does not the Company values, and any other directives? address every situation you may face; and A: Apply the decision • How does my decision affect each of our stakeholders: clients, tools in this Code of Conduct • Together with other components of the values first program, will give you the tools to help shareholders, associates, regulators, and the community? guide you in making ethical decisions in line with First Financial’s Values. and the values first materials • How would others perceive my decision and can it be explained and listen to your own and defended? instincts! If you are not We believe living values first sets us apart from our competitors. The Code of Conduct identifies certain if it is right, please our commitment to our Values and our responsibilities to our stakeholders, including our clients, our • What would happen if my decision and the rationale behind it became discuss the matter with your shareholders, our fellow associates, our regulators, and our community. front page news? How would it reflect on me and on First Financial? manager or appropriate • What would happen if everyone made the same decision? Is this representatives of the How the Code Works sustainable in the long term or is it a short term benefit (with possible Human Resources, Legal, long-term negative consequences)? or Audit departments. To Whom Does the Code Apply? The Code applies to all associates, officers, and directors of First Financial. Outside consultants, • Should I consult with my manager, my Human Resources Business contractors, and agents used by First Financial are encouraged to abide by the Code of Conduct and Partner, Legal, or Audit before acting? may be required to comply with specific codes or policies established for their particular situations when performing services for First Financial. If you are uncertain as to the proper course, you should seek guidance from your manager or appropriate representatives from the Human This Code represents the values first ethical foundation to which everyone is expected to live. Resources, Legal, or Audit departments. Additional information about Depending upon your individual role or position, you may also be subject to more stringent or more where to turn for advice can be found in this Code. specific policies or standards. For example, the Chief Executive Officer and Chief Financial Officer, as well as certain other executive officers, are subject to theCode of Ethics for the Chief Executive Officer and Senior Financial Officers. 6 7

values values ﬁrst ﬁrst Reporting Code of Conduct Violations and • E-mail the Manager of the Ethics First Hotline system via email Sharing Concerns About Misconduct You may also email: J.R. Shank, Chief Internal Auditor at jr.shank@bankatfirst.com Not only are you expected to live values first in your own conduct, you are expected to help ensure that others within First Financial Any email you send from your work or personal accounts is not are doing likewise. Reporting violations of the Code, violations of expected to provide anonymity. You may, however, request that your law, other misconduct, or sharing concerns you have about the identity be kept confidential to the extent possible. actions of others, is critical to First Financial’s success and its ability to protect its assets and reputation. • Correspond directly with the Audit Committee of the Board of Directors or with the Manager of the Ethics First Hotline system You are obligated to report any misconduct or any violations or through US mail suspected violations of this Code, applicable law, or any other ap- This reporting channel allows you to remain anonymous or request plicable policy or standard. You may be held responsible for not re- that your identity remain confidential to the extent possible. porting misconduct, violations, or suspected violations if you knew Correspondence sent to the below post office box is only acces- or should have known of the matter. Even if you are not sure if a sible by one of the two persons indicated. You may send written violation or misconduct has occurred or will occur, you should correspondence to the attention of any of the following: report your suspicion! ° Audit Committee Chair – Confidential ° Chief Internal Auditor – Confidential We have set up several different channels for you to report viola- tions or share concerns about misconduct. Any of these channels You may also send correspondence to the attention of the Ethics Q. I am processing a trans- action and the documentation are available to you, and you are encouraged to use the channel First Hotline, in which case a copy will be routed to each of the two Q. I am suspicious that appears to have been altered. that best suits your situation. dishonest conduct may be individuals above. I’m not sure there has been any occurring in my department. misconduct and I don’t want • Call the Toll-free Ethics First Hotline I would like to gather more The correspondence should be sent to the following address: to get anyone in trouble if my The Ethics First Hotline number is 866-291-2909 and can be facts before I report it. What First Financial Bancorp suspicions are not accurate. used at any time, day or night. The Ethics First Hotline is operated by is the best way to proceed? Attn: [insert one of the titles above] What do I do? an independent third-party reporting service, Ethicspoint, Inc., that P.O. Box 234 will forward the information to the Audit Committee and Chief Hamilton, Ohio 45012-0234 A. You should report it to You should report your Internal Auditor for appropriate action. The Ethics First Hotline A. your manager or through one concern through the appro- allows you to remain completely anonymous if you so choose. of the other means identified • Discuss the situation with your Human Resources Business priate channel as long as you in the Code immediately so Partner, an attorney within the Legal Department, or a have a good faith belief that The Ethics First Hotline does not use caller-ID or other devices that the appropriate people can representative of the Audit Department. there has been misconduct. identify you or trace your number. If you do choose to identify make a determination on how Depending on the situation, representatives of these areas of the After your report has been yourself, you may still request that your identity be kept confidential best to proceed. Company may be able to more personally address your concerns. made, an investigation will to the extent possible as described below. While anonymity may not be possible, you may request that your be conducted by appropriate identity be kept confidential to the extent possible. personnel to determine • Go Online to the Ethics First Hotline web-based reporting system whether misconduct has The web-based Ethics First Hotline system is operated by an • Discuss the situation with your manager or with higher levels of occurred. independent third-party reporting service, Ethicspoint, Inc., and management within your business unit if appropriate. allows you to remain completely anonymous if you choose to do You are encouraged to report violations or share concerns about so. You can access this system directly at www.ethicsatfirst.com. If misconduct with your manager or more senior management within you do choose to identify yourself, you may still request that your your business line. In many situations, your manager may be attuned identity be kept confidential to the extent possible. to the situation or particular issue. However, there may be situations that are not appropriate to discuss with your supervisor or where you wish to remain anonymous. In these situations, you should use one of the other channels available. 8 9

values values ﬁrst ﬁrst A report of a violation, potential violation, or other misconduct Investigations made using any of these channels will be reviewed and investigated thoroughly by the Company. If you have chosen not to remain First Financial takes all reports of possible misconduct or violations seriously. We will anonymous, you may still ask that your identity be kept confidential investigate the matter thoroughly and, if appropriate, take corrective action. to the extent possible. Any information you provide will be handled discreetly and shared only with those who If you request that your identity remain confidential to the extent will be investigating and resolving the matter, as well as any other party who we may possible, we will take all reasonable steps to make certain that have an obligation to inform, such as our regulators in certain situations. your identity is only shared on a need-to-know basis and only to the extent necessary to complete an adequate investigation or Where Do I Turn for Assistance Help and Resources review, or to comply with applicable law or other legal obligations. This Code and information concerning the values first program, including the Ethics First Hotline, are available on Knowledge Share. Non-Retaliation We strictly prohibit retaliation, in any form, against anyone who Q. My manager typically The values first program and this Code provide guidelines to help you make appropriate makes a good faith effort to report any misconduct or any violations does nothing when concerns decisions. We will provide decision tools, questions to ask yourself, and various scenarios or suspected violations of this Code, applicable law, or any other about potential misconduct and examples to help guide your decision making. applicable policy or standard. Your good faith report of misconduct are brought to her attention, or a suspected violation, or your participation in an investigation, and I believe she has made If you are uncertain as to the proper course of action to take, you should seek guidance things difficult for associates cannot be the basis for any adverse employment action, including from your manager or appropriate representatives from the Human Resources, Legal, or who have raised issues. termination, demotion, loss of benefits, threats, harassment, or I have concerns about the Audit Departments. Specific contact information for these departments can be found at discrimination. actions of another associate and the values first intranet site. Representatives of these departments, in addition to your don’t know where to turn. own manager, are open-door resources to you. Any retaliation against an employee who in good faith raises an issue or makes a report of misconduct or any violation or suspected violation of this Code, applicable law or any other applicable policy A. Speak up. Our Code or standard, is itself a violation of this Code and should be reported of Conduct says that you to the Chief Internal Auditor, Chief Human Resources Officer or should report misconduct of which you are aware and that General Counsel, or through one of the channels identified above. you can do so without fear of retaliation for good- faith Reporting in good faith does not mean that you have to be reporting. You should also right when you raise a concern or that the investigation must report any retaliation you reach the conclusion that misconduct has occurred. Reporting perceive. in good faith means you have to believe that the information you are providing is accurate. Making a report without good faith, or with malicious intent, can be extremely harmful to the Company’s operations and its associates. Making a report without good faith will itself be considered a violation of this Code. 10 11

values values ﬁrst ﬁrst Your Responsibilities • Proactively prevent, identify and report misconduct within your group. • Create and encourage a work environment where ethical conduct as an Associate is valued and recognized and where associates feel comfortable asking questions and raising concerns. First and foremost, it is your responsibility to understand and • Not encourage or direct associates to achieve business results at adhere to the Code of Conduct, both in letter and in spirit. You the expense of unethical behavior or non-compliance with the Code. are also responsible for understanding and abiding by all other Company policies that affect your position. • Listen carefully to any questions or concerns related to the Code or certain conduct that are raised by your group. Answer any questions Your responsibilities include: and respond appropriately. If you need help or if the concern requires investigation, contact the Legal, Human Resources, Corporate Fraud • Acting in an ethical and professional manner at all times when or Audit Departments. performing your duties for First Financial. Investigations are conducted and managed by the preceding departments • Promptly reporting or raising concerns about any actual or and while your assistance and cooperation are required, it is not your role suspected misconduct or violation of this Code, other Company to conduct an investigation. policy or applicable law. • Promptly reporting any circumstance where you feel you are Training and Acknowledgment being told to do something unethical or illegal. We rely on you Q. I am a manager and I to make good decisions and help preserve the ethical standards would like to start discus- All associates are required to acknowledge the Code of Conduct and values first culture of First Financial. No one, at any level, Q. My business unit has sions about ethical behavior has the authority to tell you to do something unethical or illegal. upon hire. In addition, all associates are required to complete during a team meeting. certain sales goals that we are training on the Code of Conduct at least annually and at any other asked to achieve. I sometimes What resources can I use? • Never asking or suggesting that any associate, officer, director, interval required by General Counsel or Human Resources. client or other business line do something that would be feel pressured to violate the Code of Conduct to achieve prohibited by this Code. A. Start with the Company’s these goals. Is this acceptable? Waivers and Exceptions to the Code of Conduct • Cooperating and providing honest and accurate information in core values and use any of the materials available any investigation conducted by the Company, as well as any Waivers of the Code, or the approval of certain actions or situations on the intranet or in audit, regulatory exam, legal proceeding, or similar activity. A. No. While successful referenced in this Code, should be rare, but may be appropriate Knowledge Share. You • Completing required Code of Conduct and values first training businesses set goals and in certain cases, including conflicts of interest or use of Company might ask your direct reports in a timely manner. employees strive to achieve assets. Any waiver or exception must be requested by you in to provide examples of them, you should never writing and submitted to the executive vice president who leads behavior that support those Special Responsibilities of Leadership violate the Code of Conduct your business unit. Any approval or waiver that is granted by an values and examples that do or First Financial policies to executive vice president must be in writing and a copy must be not. Once initiated, the con- versation will be productive achieve them. given to General Counsel. If you are in a leadership position, you have additional and and lively. The most im- heightened responsibilities. portant thing is that you’ve If you are an executive officer or a director, any waiver or exception introduced the topic for You are expected to: must be approved by the Audit Committee. discussion – a good example • Be a role model of living values first and be a resource to your of leadership. reports concerning how to follow the Code, other policies and Any approved waiver or exception to the Code of Conduct must be applicable law in their daily work. renewed at least annually and may be revoked at any time. 12 13

values values ﬁrst ﬁrst Our Responsibilities to All • Competitive intelligence that you or our third party vendors or consultants make or compile on our behalf; Non-Discrimination and Equal Opportunity • Employee, client, business, and vendor lists with or without associated contact information; It is our policy not to discriminate in any of our business or employment matters against any individual in violation of federal, state, and local laws • Software or computer programs; as it relates to age, race, color, religion, national origin, sex, marital status, • Merger, acquisition, or divesture plans, whether successful or not; pregnancy, gender, disability, sexual orientation, genetic information, • Personnel plans or major management changes; and veteran/military service, or any other characteristic protected by law. • Internal communications such as webcasts, audio transmissions of conference calls, memoranda to staff, and transcripts or minutes Q. A former employee We do not tolerate any discrimination or harassment, and you should asked me to send her a copy of Company meetings. immediately report any concerns about suspected discrimination or of a report she created before harassment. she left. May I send it to her? Your obligation to preserve Confidential Information continues even after your association with us ends. All associates are Protection of Confidential Information expected to follow Company policies concerning the proper storage and disposal of such information. A. No. The report is property You are required to safeguard and maintain the confidentiality of of First Financial and you Confidential Information entrusted to you by us, our customers or cannot release it outside the A close friend works Before disclosing Confidential Information: company – not even to the vendors, except when disclosure is authorized by the Legal Q. for a competitor of ours. person who created it. Department or required by applicable law or regulation. “Confidential We sometimes talk about • Seek advice from the Legal Department to ensure you are Information” includes all nonpublic information that: (i) might be the challenges we have in permitted to do so under applicable law and Company policies of use to competitors; (ii) could be harmful to us or our customers, marketing certain products and procedures; if disclosed; and (iii) information that vendors and customers have and bounce ideas off one entrusted to us. another. Is there a problem • Disclose it only to those who are authorized to receive it and who with this? have a need to know the information to perform their jobs; Some examples of Confidential Information include, but are not • Limit what you share to the amount actually required to achieve limited to, the following: the stated business purpose; and Yes. You are discussing • Pricing policies and information; A. • Obtain a confidentiality agreement if the Company is sharing We are hiring a new confidential information that Q. information with someone outside of the Company in accordance vendor who might need to • Business or strategic operating plans and outlooks; belongs to the Company. with the current Vendor Management Program. see confidential customer • Nonpublic financial information about us or our customers, You may also be violating information. What do I need anti-trust or anti-competitive business lines, and vendors; to do? laws. Do not talk about these • New product, brand or marketing studies, developments, plans, types of matters with your or forecasts; friend, family members or Want more information about this topic? Please • Customer data, including contact details, specifications, and preferences; anyone outside of the Company. locate the following policies in Knowledge Share A. Customer information • Contracts and agreements, including agreement terms such as for more information: can only be shared in accordance with applicable law. The expiration dates, any exclusivity provisions, and financial conditions; Disclosure Policy Company’s vendor manage- Consumer Privacy Policy / RFPA ment program addresses the Customer Information Security Policy process required to become Clean Desk Policy a fully approved vendor, Information Technology and Acceptable Use Policy including any requirements concerning confidentiality agreements. 14 15

values values ﬁrst ﬁrst Customer Information. You may access customer information Compliance with Laws and Regulations only for business purposes and must protect the confidential- ity and security of that information at all times. You should be First Financial operates in a highly regulated environment and under familiar with the Company’s privacy notice to customers and intense scrutiny by our regulators, our clients, and the general public. consumers, which details how the Company protects personal We will comply with all relevant laws and regulations. It is important information and the circumstances under which the Company that we maintain a positive and effective working relationship with may share that information. our regulators. You must cooperate with our regulators and respond to requests for information in a complete and timely manner. You Company Information. You must keep confidential and secure should feel free to bring concerns about compliance directly to the any nonpublic information about First Financial. Additionally, Compliance Department, Legal Department, the Risk Management certain company information should only be shared within the Department, or the Audit Department. Company with other associates who have a “need to know” the information to perform their duties. Ask your manager for more As a financial institution, there are numerous laws, rules and regu- information if you have any questions about sharing Company lations that govern our business. Any violation of these laws, rules information on a “need to know” basis. or regulations could jeopardize our business and our reputation. You must not take any action, either personally or on our behalf, Associate Information. You must keep confidential and se- which violates any applicable laws, regulations or internal policies. cure any information the Company has about its associates. While we don’t expect you to be a legal expert, you are expected We recently hired a Fair Dealing and Competition Q. to understand and comply with the laws, rules and regulations that manager who was previ- ously employed with one of are applicable to your job or position, and you should also know We seek to outperform our competition fairly and honestly when to seek advice from your manager, the Legal Department, or our competitors. May I ask Meeting my production and each of you is expected to deal fairly with clients, com- Q. the manager for information the Compliance Department. Fraud, dishonesty or criminal conduct goals or goals in supporting petitors, vendors and other associates. In order to meet this about the competition? will not be tolerated. revenue is very important to objective, you must: me and the success of First • Always award contracts and purchase goods and services As appropriate for your job responsibilities and position, you Financial, is compliance really solely in accordance with the Vendor Management Program A. You must not inquire should: a big deal? and in the best interest of First Financial; about their former employer’s • Learn about the laws, rules and regulations that affect what you • Not take unfair advantage of anyone through manipulations, trade secrets or any other do at First Financial; confidential information of our concealment, abuse of confidential information, misrepresen- • Consult with the Legal Department if you have any questions A. Yes! You should consider competitor. Just as we expect tation of facts or any other unfair practice; and about the applicability, existence or interpretation of any law, rule compliance with all laws, rules you to honor your obligations or regulation; and regulations at least equal • Not give or accept bribes, kickbacks, or self-interested to First Financial with respect to if not paramount to your promises from a current or prospective client or vendor. to confidential information, we • Take mandatory compliance training; and business goals. We will only respect the rights of our com- • Attend periodic training and seek to keep informed about any be successful if we are Additional related information can be found in the Code of petitors in their confidential relevant legal or regulatory developments. committed to compliance. Conduct sections concerning Conflicts of Interest and Gifts information. All associates are and Entertainment. expected to honor their obli- gations to former employers. Want more information about this topic? Please locate the following documents in Knowledge Share: Vendor Management Policy Vendor Management Program 16 17

values values ﬁrst ﬁrst We have established multiple policies and procedures that address laws and regulations that apply to First Financial. You are expected Our Responsibilities to to comply, both in letter and in spirit, with all of these policies, pro- cedures, laws and regulations. the Company It is not practicable to identify here all the laws and regulations to Protecting Company Assets which we are subject, and the following are just a sample. Company assets are highly valuable and are meant only for busi- U.S. Foreign Corrupt Practices Act ness use. You have a responsibility to protect and safeguard these First Financial is prohibited from giving anything of value, directly or indi- assets from loss, theft, carelessness, misuse, damage, and waste in rectly, to officials of foreign governments or foreign political candidates in order to preserve their value. order to obtain or retain business. You are strictly prohibited from making illegal payments to government officials of any country. Examples of our assets include, but are not limited to: • Computer systems, equipment and technology (including laptops, Economic Sanction Regulations tablets and mobile devices); The U.S. Treasury’s Office of Foreign Assets Control (OFAC) prohibits financial institutions from providing financial services to certain foreign • Phones, copiers, scanners and fax machines; governments or individuals. Additionally, assets of these governments • Confidential information, including customer information; Q. With so many laws The Company uses or individuals may be required to be frozen by First Financial. • Business, marketing and service plans; Q. and regulations affecting our certain financial modeling business, where do I go to Payments and Gifts to U.S. Government Personnel • Intellectual property, such as trade secrets, patents, trademarks software that I think my learn more? and copyrights; friend’s business could really benefit from. I would like to There are a multitude of laws and regulations concerning business • Software codes and licenses, ideas, concepts, content and inventions; ask an associate who works gratuities that may be accepted by U.S. government personnel. The • Customer information and any unpublished financial data and with this software frequently For general information, promise, offer or delivery of a gift, favor or other gratuity to an offi- A. reports; to use it to help my friend. cial or employee of the U.S. government is prohibited and may also please visit the policies section in Knowledge Share, ask your • Office supplies, furniture and equipment; and be a criminal offense. State and local governments may have similar manager for information about rules that you are required to follow. • The First Financial name, various brand names and logos. procedures affecting your role, A. This would be an in- or review training resources Company assets also include all memos, notes, lists, records and appropriate use of Company Bank Secrecy Act and Anti-Money Laundering Regulations available through Learning assets both with respect to other documents (in paper and/or electronic format) that you or The Bank Secrecy Act and Anti-Money Laundering Regulations are and Development. the software and the associ- designed to prevent money laundering and terrorist financing. These any of our third party business partners or consultants make or ate’s time. Even though these laws require, in addition to other items, that First Financial implement For specific questions or compile relating to our business. circumstances may not seem certain policies and procedures regarding customer identification, re- assistance, please contact to impact the Company’s port instances of suspicious activity in a timely manner, and properly the Compliance Department You should use Company assets appropriately for legitimate and use of the software, it is still maintain certain records. at ComplianceQuestions @ authorized business purposes. You should not access systems or not appropriate and may be bankatfirst.com. information unless you’ve been authorized and enabled to do so, prohibited by the terms of and the extent of your access must be consistent with the scope of the software license. your authorization. Company assets should never be used for ille- gal activities. We allow and permit limited and occasional personal use of our e-mail, messaging, the internet and phones if the use is not excessive, does not interfere with work responsibilities, and otherwise does not violate this Code or other applicable policies. 18 19

values values ﬁrst ﬁrst Misappropriation of Company assets is a breach of your duty to us and may be an act of fraud against us. Taking property from our A related party means: facilities without permission is regarded as theft. In addition, care- • Any of your family members, other relatives, or close friends; lessness or waste of our assets may also be a breach of your duty to us. If you become aware of loss, theft, misuse, damage, or waste • Members of your household, including roommates and other unrelated individuals; of our assets, or if you have any questions about your proper use • Any organization of which you or any of your family members are a sole proprietor, controlling of these assets, you should speak with your manager. shareholder, director, trustee, executive officer, or partner; or • Any trust or other estate in which you or your family members have a substantial beneficial inter- If you leave our employment, or upon our request, you must return est, or for which you or your family members serve as trustee or in a similar capacity. any and all of our assets in your possession. For example, due to the potential conflicts of interest, you are not permitted to: • Process transactions involving accounts for which you are an authorized signer; Want more information about this topic? Please locate the following policies in Knowledge Share: • Approve extensions of credit to yourself or to family members; or • Authorize the use of a family member’s business to provide services to us. Information Technology Acceptable Use Policy Physical Security Policy This is not intended to be a complete list of examples. Other similar transactions may create a conflict of interest. Q. My brother has a catering company that specializes in It is almost always a conflict of interest for you to work or volunteer simultaneously for a competitor, Conflicts of Interest corporate events. Can I help him get business from First customer, or vendor of ours. You are not allowed to work for a competitor as an employee, consultant, We expect that you will act in the best interests of First Financial Financial? or board member. You should never use your employment or position with us for personal advantage, and avoid conflicts of interest by making reasoned and impartial or seek special terms or price concessions for your personal benefit from customers or vendors of ours. decisions. A conflict of interest may arise whenever a personal interest interferes with (or even appears to interfere with) the Conflicts of interest and related party transactions involving directors and executive officers You can introduce him Company’s interests. A conflict of interest can also arise when you A. must be reviewed by the Audit Committee of the Board of Directors. Extensions of credit from to persons that coordinate take an action or have an interest that makes it difficult for you to corporate events or meals, First Financial to executive officers, directors, their related interests and other insiders identified perform your work objectively and effectively. While we respect but then you must remove by law are subject to various dollar and other limits, and may be required to be approved by or your right to manage your personal business and investments, you yourself from the conversa- reported to the chief legal officer or the Board of Directors. should place the Company’s interest in any business transaction tion. You should also disclose ahead of any personal interest or gain. your relationship and conflict Conflicts of interest are prohibited as a matter of our policy, and they must be avoided unless it to that group. You cannot can be shown that: (a) you or your related interest would receive no unfair advantages by virtue Conflicts of interest may also arise when you or your family members do anything to influence our of your position with us, and (b) the Company is in no way disadvantaged by the transaction. receive improper personal benefits as a result of your relationship decision about engaging your with us. Loans and other transactions to you or any party related to brother to provide services, Conflicts of interest may not always be clear-cut. If you have a question, you should consult with and you can’t be involved in you may create conflicts of interest. You are not permitted to process your manager or the Company’s General Counsel. If you become aware of an actual or a potential our dealings with your brother or approve any transactions between the Company and yourself or or his business. conflict of interest, you should bring it to the attention of your manager or other appropriate any party related to you. personnel by following the procedures described in this Code. For more information about lending to executive officers and directors, please see the Regulation O Policy in Knowledge Share. 20 21

values values ﬁrst ﬁrst Personal Financial Affairs Gifts and Entertainment As a financial institution, our business depends on public confi- We encourage you to develop strong relationships with our clients, vendors and others dence in our ability to help manage the financial affairs of others. In with whom the Company does business, however you should only do this in a manner general, your personal finances are private. However, because you that does not create or appear to create a conflict of interest. A conflict of interest may represent us, it is important that you manage your personal finances arise when you provide or receive gifts or entertainment. Such activities must be legal properly and in a prudent manner. and should not be frequent, excessive, or extravagant. You must not accept or provide entertainment to or from current or prospective clients or vendors unless it is for a valid Also, you must transact all personal financial business with us fol- business purpose and provides an opportunity for a meaningful business conversation. lowing the same procedures that are used by clients and from the You should not participate in any activity that could embarrass or reflect poorly on the “client side” of the window or desk. You are not allowed to handle Company. or approve your own transactions, transactions on accounts over which you have any ownership interest, control or signing authority, The acceptance of even a well-intentioned gift or offer of entertainment may present a or transactions for family members. conflict of interest, cloud your judgment when making a decision for the Company, or create the appearance of a conflict of interest, and can be misinterpreted as an attempt You may not approve overdrafts or reverse or waive fees or service by the donor to improperly influence the recipient’s behavior. charges for: • Your own accounts; In some situations, the acceptance of any gift from a client will be inappropriate re- • Accounts in which you have an interest; gardless of the intent of the person giving the gift. These situations include trustee and • Accounts of family members, other relatives and close friends; fiduciary relationships and any situation where the gift could be interpreted as taking advantage of the relationship with the client or where it is prohibited by law. • Accounts of members of your household, including roommates and other unrelated individuals; or Q. My roommate has asked You should seek the prior approval of your manager if you are offered any gift or enter- • Accounts of companies or organizations controlled by you, your me to get a fee on her account tainment that you are not certain is appropriate in light of this Code. If you are a director waived. It is a fee we normally family members, other relatives and close friends. waive upon request. Can I or executive officer, you should seek the advice or prior approval of the Corporate General waive the fee in the system? Counsel if you are uncertain about the appropriateness of a gift or entertainment. It is also important to remember that giving gifts, just like receiving gifts, can harm the Company’s reputation by creating an appearance of impropriety. In some situations, giving gifts or favors can also violate the law. There are strict laws restricting gifts to any A. No. You should ask your government officials, and you should follow all applicable laws and regulations. roommate to contact the Client Service Center or an associate Want more information about this topic? Please These restrictions are not intended to apply to gifts or entertainment based on family re- see the Transactions Processing Internal Control at the banking center to inquire lationships where the circumstances make it clear that it is the relationship – rather than Policy on Knowledge Share. about waiving the fee. our business – that is the motivating factor for giving the gift. 22 23

values values ﬁrst ﬁrst Outside Activities Political Contributions and Activities We encourage you to participate in outside activities, provided We respect your right to engage in personal political activity; these do not interfere with the performance of your job with First however, you must be sure any such activity: Financial. Working outside of First Financial or serving as a director • Is lawful; of another company may create a conflict of interest. Being a direc- tor or serving on a standing committee or advisory board of some • Does not use Company time or resources; and organizations, including government agencies, also may create a • Does not subject the Company to inappropriate risk, including conflict, whether the position is compensated or not. Outside activi- reputational risk. ties that compete with our business or present a conflict or potential conflict of interest are not permitted. Any volunteer activity must be done on your own time and cannot be done, or appear to be done, as a representative of First Financial. Before agreeing to work outside of First Financial or joining the board of a charity or non-profit organization, you should assess You may make personal political contributions, within applicable whether it would have the potential to be a conflict of interest, legal limits, to political candidates, political parties, political action depending on the nature of the position and your involvement. You committees, and other entities that make political expenditures. should inform and obtain the approval of your manager before you: You may not: • Pursue additional employment outside of First Financial; • Engage in political campaign fundraising or solicitation activities • Engage in an independent business venture; Q. A former colleague is run- for your own political interest on Company premises; or ning as a candidate for a local • Perform services for another business organization; • Commit First Financial to make any political contribution at any government position and has • Become an officer, director, owner, partner or controlling shareholder time, whether it is money, facilities or volunteering employee asked me to support her cam- I have been asked to sit of any business or organization; or Q. services, including buying tickets to political dinners or other paign with a personal financial on the board of directors for a contribution. Is this okay? • Run for or accept appointment to any political office. non-profit organization. Can I political fundraising events. accept the appointment? Directors and executive officers should not engage in the above activities without first notifying the General Counsel, who will The Company will not make any contribution or expenditure or to A. We respect the right of provide any service (except usual and customary banking services) our employees to personally determine whether securing approval from the Audit Committee of Probably. You must A. or anything of value in connection with any election to any political support political or charitable the Board of Directors is necessary. notify your manager first to office, or in connection with any primary election or political con- activities as long as this support ensure that the activities do is not associated with the vention or caucus held to select candidates for any political office. You must not pursue such outside business activities and relation- not create a conflict of interest Company or uses Company ships using Company assets (including but not limited to physical with your job. This prohibition applies to all federal, state, and local elections, assets. Therefore, you are free space, supplies, communications methods or time) or allow any political conventions, and caucuses. to personally support your outside business, civic or charitable activities to interfere with your former colleague’s campaign. job performance. Under no circumstance may you solicit other associates to make political contributions or volunteer their time for a political purpose. You must not act on behalf of or appear to represent the Company in any transaction outside of your role and responsibilities with us. Any legally permissible political contributions or activities, including It is important that you and the Company work together to avoid lobbying or communicating with elected officials, for or on behalf of any basis for criticism or misunderstandings. First Financial must be pre-approved by the Chief Executive Officer and the General Counsel. 24 25

values values ﬁrst ﬁrst Corporate Opportunities Business records and communications often become public and you should avoid exaggeration, derogatory remarks, guesswork, You owe a duty to First Financial to advance our interests to the best or inappropriate characterizations of people and companies that of your abilities. You may not take advantage of opportunities that can be misunderstood. This applies equally to e-mail, internal rightfully belong to First Financial. memos, and formal reports. For example, you may not: • Take personal advantage of opportunities that are discovered through the use of Company property, information or position; Want more information about this topic? Please • Use corporate property, information or position for personal gain; see the Accounting Policy on Knowledge Share. • Personally receive a commission or fee for a transaction you have conducted for First Financial; • Divert business from First Financial; or • Compete with First Financial directly or indirectly. Records should always be retained or destroyed according to our Records Management Policy. Accuracy of Records and Information Reporting We are each responsible for identifying and reporting any Q. In order to meet a We require honest and accurate recording and reporting of information Q. A friend was looking concerns about the Company’s business records, accounting, project deadline, I worked in order to make responsible business decisions. You must ensure that for a loan to start a business. I internal controls or other audit matters. Any complaints or con- overtime one evening. My complete and accurate financial and accounting records, that are not referred him to one of our loan cerns regarding accounting, internal accounting controls, audit manager wants me to record misleading, exist at all times. Internal controls and procedures must officers. He was successful in matters, or recordkeeping must be reported immediately as only my regular hours for that be closely followed so that all transactions are properly documented, obtaining the loan from us and described in this Code. day and will give me time off recorded and reported. now would like to thank me on another day equal to the for the referral by paying me a overtime hours. What should referral fee. Is this okay? Effectively Manage Risk and I do? Specifically, this means that: Lead in Risk Control • All of your books, records and accounts – including time sheets, sales records, invoices, bills and expense reports – must be complete, accu- Risk management is an important aspect of our corporate culture rate and reliable. A. No, you are not allowed A. Even though your to accept a fee or gift personally and values and an integral part of achieving our objectives. We manager may mean well, • You must never falsify any document or distort the facts relating to a for any transactions you referred are called upon daily to make decisions that impact our business inaccurately recording hours particular transaction. to us or for work you perform risk. Managers are expected to set the tone of accountability for worked is a policy and legal • Unrecorded or “off the books” funds or assets should not be main- for a client. their teams. violation. You are responsible tained unless permitted by applicable law or regulation. for reporting accurate and Each of you is expected to identify, assess, manage, and appro- complete information. • Financial records that reflect our activities and transactions should be priately escalate risks associated with your job responsibilities. maintained in accordance with our accounting policies and procedures You are accountable for debating risk- related issues, escalating and in compliance with applicable standards, laws and regulations. concerns, taking a stand, and making sound judgments about the • Transactions are to be recorded in a timely manner and supported by risk/reward tradeoffs of business decisions. appropriate documentation. 26 27

values values ﬁrst ﬁrst You should take an open, candid and fact-based approach to discussing risk issues, making all relevant facts and information Our Responsibilities to available, so that we can consider all possible options and make decisions. You are also responsible for promptly communicating Our Associates and escalating matters to management that may cause risk or potential harm to us, such as operational problems, inappropriate Diversity and Equal Opportunity conduct, policy violations, illegal activities, or other risks. You should always act to protect our interests and the interests of our We strongly encourage diverse viewpoints and creative minds. shareholders and other stakeholders. We believe that by respect and appreciation for diversity we are contributing to our growth and your growth. It is our policy not to discriminate against any individual in violation For more information on this topic, please of federal, state, or local laws as it relates to age, race, color, religion, see the Enterprise Risk Management Policy national origin, sex, marital status, pregnancy, gender, disability, on Knowledge Share. sexual orientation, genetic information, veteran/military service, or any other characteristic protected by law. Q. A co-worker has made Q. I’ve overheard another repeated references about a As an equal opportunity employer and in order to provide equal manager intimidating one colleague’s sexual orientation, of his employees with employment and advancement opportunities to all individuals, including using derogatory employment decisions at First Financial will be based on merit, Business Expenses derogatory language, but names. When the co-worker the employee refuses to qualifications and abilities. Equal employment opportunity is not was confronted, she said it only good practice, it’s the law and it applies to all areas of em- was only a joke. The behavior You must report your business expenses accurately and in a report his behavior. Is there anything I can do? ployment, including recruitment, selection, hiring, training, transfer, has not stopped. What should timely manner. Business credit cards must not be used for any promotion, demotion, termination, compensation, and benefits. be done? purpose other than appropriate business expenses as outlined in our Accounts Payable Policy. If you are not sure whether a cer- tain expense is legitimate, you should ask your manager. If you’re comfortable A. “It was only a joke” is doing so, encourage the Discrimination and Harassment A. not an excuse for inappropriate You may not approve your own expenses or request approval of employee to seek help from We strive to maintain a workplace that fosters mutual associate behavior. This incident, or any those expenses by anyone who reports directly or indirectly to their Human Resources respect and promotes productive working relationships. Discrim- concern about workplace be- you. Approval of expenses must be obtained from your manager, Business Partner. If you havior that may violate our Code ination or harassment in any form is not only harmful to the as- in accordance with our policies. observed the behavior, you of Conduct and other guide- should contact your Human sociate(s) toward whom it is directed, it is damaging to the work lines prohibiting harassment or Resources Business Partner environment and may be illegal. We prohibit discrimination and/ discrimination must be reported yourself. Upholding the Code or harassment of any kind including that which is sexual, racial or to your manager or Human means sharing concerns, religious in nature or is related to anyone’s gender, color, national Resources Business Partner. even though it may be easier origin, age, sexual orientation, disability or veteran/military status, Retaliation toward any associate who in good faith reports an Want more information about this topic? Please to look the other way. genetic information, or any other legally protected class. integrity or ethical concern or see the Travel Policy in Knowledge Share. We do not tolerate unlawful discrimination or harassment of any kind in issue will not be tolerated. the workplace. Additionally, in order to provide a respectful, productive and professional workplace, conduct that does not violate the law, but that is inappropriate in the workplace, is also prohibited. 28 29

values values ﬁrst ﬁrst This policy applies to all associates throughout the Company and Personal Conduct all individuals who may have contact with any associates of this Company, including but not limited to vendors and clients. In the spirit of our Company values, you are expected to treat and interact with your fellow associates, clients, vendors and members of Examples of conduct that is not acceptable include but are not the community with Integrity, Respect, Responsiveness, Commitment, limited to: Leadership and Excellence. • Unwelcome advances or physical contact; • Unwelcome or offensive jokes or innuendos; We look to you to live values first. • Offensive flirtation or propositions; Workplace Safety and Health • Inappropriate comments about an individual’s sex, race or other protected characteristic; Your safety and health while on the job is among our highest • Display of offensive objects or pictures; priorities. Policies and procedures have been established to en- • Obscene gestures; sure you are provided an appropriate work environment. These policies and procedures ensure there is an appropriate means of • Derogatory comments that involve discriminatory treatment of a reporting any safety concerns you may have and tell you what to legally protected class; do in the event of an injury or illness on the job. It is your respon- • Any conduct that has the effect of interfering with a person’s Q. I sometimes receive sibility to know and understand these policies and procedures work performance or creates an intimidating, hostile, or offensive e-mails to my work account and to report any unsafe work conditions. work environment; or from friends outside of Q. Is there somewhere I • Conduct of a sexual nature that requires submission as a condi- the Company that I find The use of illegal drugs, reporting to work under the influence of can go for help or counseling tion of employment, promotion or other benefit. amusing, but others may alcohol, and the abuse of legal prescription pharmaceuticals are related to alcohol or drugs? think are offensive. What violations of state and federal laws. These activities can have should I do with these? severe health and personal consequences. These activities also If you believe that you or another associate, client, or vendor is diminish the safety of all associates and visitors and can damage A. If you believe you have being harassed or discriminated against, you must report the the reputation of the Company in certain situations. These abuses an issue with alcoholism or account for tremendous losses in efficiency, attendance, and costs incident to your Human Resources Business Partner. If you are Even if the e-mails drug use (or if you are experi- A. of Company-provided healthcare. For these reasons, the Company uncomfortable reporting it to Human Resources, you must report do not offend you, you encing other difficult personal has adopted a drug and alcohol policy as set forth in the Company’s the incident using one of the methods described in the section of should delete them and issues), we encourage you to Handbook. With this policy, it is the intention of the Company to this Code titled “Reporting Code of Conduct Violations and Sharing not show or send them to use the Employee Assistance use every lawful means to establish and maintain a drug and alcohol Concerns about Misconduct”. Any manager to whom such a anyone – including sending Program. See the Benefits free workplace. report is made must report the incident to their Human Resources it to yourself at another e- Guide for more information Business Partner or to the Legal Department. mail address. Advise your on the Emplyee Assistance The policy addresses illegal drugs and the unauthorized use of friends that it would be Program. legal drugs, such as expired prescriptions, or other substances that prudent not to send these are controlled or outlawed, are not obtainable by lawful methods, types of e-mails to your or are legally obtainable but were not obtained in a lawful manner. work e-mail address. Want more information about this topic? Please see the Associate Handbook in Knowledge Share. 30 31

values values ﬁrst ﬁrst Material nonpublic information may also include information Our Responsibilities to the about a client, vendor, or other company that does business with First Financial, or that is negotiating a significant transaction or Market and Our Shareholders agreement with First Financial. You are similarly prohibited from conducting any transaction in the stock of any third party about Insider Trading whom you have material nonpublic information. You also may not share this information with anyone else. You must not buy, sell, recommend or trade in First Financial Bancorp securities while in possession of material nonpublic information about Contact the General Counsel if you need guidance as to whether the Company. Nonpublic information is information that is not generally information you have is material or nonpublic or any other concerns known or available to the investing public. It is not considered public until about insider trading before conducting any transactions in First First Financial releases the information through a press release, securi- Financial shares of stock. ties filing, distribution to shareholders, website posting, widely reported media coverage, or other official First Financial public communication. Your obligations described in this section also apply to any changes into or out of your FFBC Stock Fund in the First Financial Bancorp All nonpublic information about First Financial should be considered 401(k) Savings Plan. confidential and you have a duty to avoid using it for profit or to Q. I overheard some avoid a loss, as well as a duty not to disclose it to others. Breaching Certain associates are subject to certain additional requirements associates discussing an and may be restricted from engaging in any transaction in First this duty of confidentiality is a violation of the law and can result in upcoming announcement severe penalties. Financial shares of stock except during certain “open-window” about First Financial. The periods. If you are subject to these additional requirements and information could affect restrictions, you will be notified by the Legal Department. Disclosing any material nonpublic information to other persons, includ- the stock price. Since I was Q. I believe that the bank is ing relatives and friends who might trade on the information or disclose considering the acquisition of planning to buy some First Please review First Financial’s Insider Trading Policy on Knowl- it to others, is considered “tipping” and is also strictly prohibited. Financial stock, can I go another financial institution. edge Share for more information about insider trading, what it MayI acquire the stock of the ahead with my plan even means, and what activities are prohibited. Information about the financial performance of First Financial that though the information has other institution in anticipation of the acquisition? has not been publicly released is a common example of material not been released to the nonpublic information. The information can be either positive or public? negative information about the Company. Listed below are exam- ples of material nonpublic information: A. No. Trading on material • Changes to our business operations, projections or strategic plans nonpublic information is illegal A. No. You must not buy and a violation of this Code of • Mergers, acquisitions the stock until the infor- Conduct. • Restructuring mation is released to the public. In addition, you may • Possible sale of assets or subsidiaries not pass the information to • Significant change to a major client, contract, product or service anyone else until the infor- • Introduction of a major product or service mation is made public. • Securities offerings or repurchases as well as a declared stock split or a change in our dividend amounts • Executive management or Board of Director changes • Changes in accounting methods • Lawsuits, government or regulatory investigations 32 33

values values ﬁrst ﬁrst Disclosure Our Responsibilities to the Community First Financial has a responsibility to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents filed or Community Reinvestment submitted to the U.S. Securities and Exchange Commission and stock exchanges, as well as other public communications made by We are committed to ensuring that low and moderate income and minority individuals and the Company. If you are involved in preparing or providing informa- communities have access to the services and programs they need to build financial stability and tion for the Company’s public disclosures, you have a duty to ensure create healthy neighborhoods. We continuously seek opportunities that support our community disclosures and information is in compliance with the Company’s reinvestment activities. Disclosure Policy. Charitable Conduct and Donations Media and Shareholder Inquiries We support the communities in which we operate through various charitable donations and It is imperative that we advance and protect First Financial volunteer services when appropriate opportunities arise. While other areas may be considered, and the brand by releasing information to the public in a con- specific target areas for these activities include: sistent manner. There are professionals at the Company who are trained and qualified to release information to the public. It • Economic development programs that attract new business and nurture enterprise is critical for compliance and accuracy of the information that Q. A shareholder is inquiring development zones; only authorized associates speak on behalf of the Company. about a rumor he recently heard • Education programs that focus on financial literacy or that support the economically regarding First Financial and is You have a duty and responsibility to refer all inquiries from the disadvantaged, and anxious to find out if it is true. Even • Neighborhood development programs that focus on neighborhood revitalization or media relating to First Financial to the designated Investor Rela- though I know the information to affordable housing initiatives. tions or Marketing representative. be false, should I refer him to the investor relations representative? If you are not authorized to speak on behalf of First Financial, Charitable contribution opportunities are considered and approved by senior management of any request you receive for information from an outside person First Financial. You should not make any commitments on behalf of the bank concerning charitable must be forwarded immediately to the appropriate department. contributions prior to receiving the appropriate approvals. A. Yes. You have a duty to direct him to the investor relations representative to ensure share- holder inquiries are handled in a consistent manner. For more information on this topic, see the Community For more information on this topic, please see the Development Policy in Knowledge Share. Disclosure Policy located in Knowledge Share. Doing the right thing is key to our success! 34 35 Rev. 10/2019