UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)
   
(Mark One)
[X]þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

2005

OR
   
[   ]
o		 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934

Commission File Number 0-12379

FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter)
   
Ohio
31-1042001
(State or other jurisdiction of
incorporation or organization)		 31-1042001
(I.R.S. Employer
Identification No.)
   
300 High Street
45011
Hamilton, Ohio
(Zip Code)
(Address of principal executive offices) 45011
(Zip Code)
 

Registrant’s telephone number, including area code: (513) 867-5447

Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:

Common Stock,Shares, no par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yesþ No
Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
o Yesþ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to be file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þYes  [X]o No  [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (subpart 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[ ]

þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerþAccelerated fileroNon-accelerated filero
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2)12b-2 of the Act).

oYes  [X]þ No  [  ]

The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the sales price of the last trade of such stock as of June 30, 2003,2005, was $668,745,000.$787,764,000. (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the registrant that such person is an affiliate of the registrant.)

As of February 23, 2004,March 1, 2006, there were issued and outstanding 43,968,06139,567,428 common shares of registrant’s Common Stock.

the registrant.

Documents Incorporated by Reference:

Portions of the registrant’s Annual Report to Shareholders for the year ended December 31, 20032005 are incorporated by reference into Parts I, II and IV.

Portions of the proxy statement which will be dated March 24, 2004registrant’s definitive Proxy Statement for the annual meetingAnnual Meeting of shareholdersShareholders to be held on April 27, 200425, 2006 are incorporated by reference into Part III.

TABLE OF CONTENTS

Part I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Additional Item — Executive Officers
PART II
Item 5. Market for the Registrant’s Common Equity and Related Shareholder Matters
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
Item 14. Principal Accounting Fees and Services
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
SIGNATURES
EX-13
EX-14
EX-21
EX-23
EX-31.1
EX-31.2
EX-32.1
EX-32.2

FORM 10-K CROSS REFERENCE INDEX
     
   Page
Part I
  Page
Part I
Item 1Business  F-11 
Item 2
Properties1A Risk Factors  F-76 
Item 3
Legal Proceedings1B Unresolved Staff Comments  F-77 
Item 2 Properties
 8
Item 43 Legal Proceedings
 8
Item 4 Submission of Matters to a Vote of Security Holders (during the fourth quarter of 2003)
  F-78
Additional Item — Executive Officers
8 
  Additional Item - Executive Officers
Part II
  F-7 
Part II
Item 5Market for the Registrant’s Common Equity, Related Stockholder Matters and Related Shareholder MattersIssuer Purchases of Equity Securities  F-911 
Item 6
Selected Financial Data  F-913 
Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations  F-913 
Item 7A
Quantitative and Qualitative Disclosures about Market Risk  F-1013 
Item 8
Financial Statements and Supplementary Data  F-1014 
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  F-1014
Item 9A Controls and Procedures
14
Item 9B Other Information
16 
  Item 9A Controls and Procedures
Part III
  F-10 
Part III
Item 10Directors and Executive Officers of the Registrant  F-1117 
Item 11
Executive Compensation  F-1117 
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  F-1117
Item 13 Certain Relationships and Related Transactions
18
Item 14 Principal Accounting Fees and Services
18 
  Item 13 Certain Relationships and Related Transactions
Part IV
  F-12
Item 15 Exhibits, Financial Statement Schedules
19 
  Item 14 Controls and Procedures
Signatures
  F-1224 
Part IV
Item 15Exhibits, Financial Statement Schedules, and Reports on Form 8-KF-13EX-10.27
SignaturesEX-10.28
EX-13
EX-14
EX-21
EX-23
F-18EX-31.1
EX-31.2
EX-32.1
EX-32.2

F-11

PartPART I

Item 1. Business.

First Financial Bancorp.

First Financial Bancorp., an Ohio corporation (Bancorp)(First Financial), was formed in 1982. BancorpFirst Financial is a bank and savings and loan holding company headquartered in Hamilton, Ohio.

Bancorp

First Financial engages in the business of commercial banking and other banking and banking-related activities through its wholly owned subsidiary, institutions: First Financial Bank, National Association (First Financial)Financial Bank), a national banking association, Community First Bank & Trust (Community First), The Clyde Savings Bank Company (Clyde), both Ohio banking corporations, Indiana Lawrence Bank (Indiana Lawrence), Citizens First State Bank (Citizens First), Heritage Community Bank (Heritage), and Sand Ridge Bank (Sand Ridge), all Indiana banking corporations, and Fidelity Federal Savings Bank (Fidelity Federal), a federal savings bank. First Financial Bancorp Service Corp. (Service Corp) is Bancorp’s operations subsidiary which serves Bancorp’s subsidiaries in regard to items processing, deposit services, loans operations, and similar processing functions.association. First Financial Capital Advisors LLC (FFCA) is Bancorp’sFirst Financial’s registered investment advisory company created to serveand serves as investment advisor to The Legacy Funds Group, Bancorp’sFirst Financial’s proprietary mutual funds introduced in May of 2002, and assists Bancorp’s subsidiariesFirst Financial with the investment management of trust assets. Two other subsidiaries of BancorpFirst Financial are First Financial (OH) Statutory Trust I (Statutory Trust I) and First Financial (OH) Statutory Trust II (Statutory Trust II) which were established to facilitate raising Tier I capital in the form of corporation-obligated mandatorily redeemable capital securities of subsidiary trust — trust—commonly referred to as Trust Preferred Securities. BancorpThese two subsidiaries were deconsolidated effective January 1, 2004, in accordance with FASB Interpretation No. 46. First Financial provides management and similar services for its subsidiary financial institutions.institution. Since it does not itself conduct any operating businesses, BancorpFirst Financial must depend largely upon its subsidiaries for funds with which to pay the expenses of its operation and, to the extent applicable, any dividends on its outstanding shares of stock. For further information see Note 64 of the Notes to Consolidated Financial Statements appearing on page 2942 of Bancorp’sFirst Financial’s Annual Report to Shareholders, which is incorporated by reference in response to this item.

First Financial’s oldest subsidiary was founded in 1883.

The range of banking services provided by Bancorp’s subsidiariesFirst Financial to theirits customers includes commercial lending, real estate lending, consumer credit, credit card, and other personal loan financing. In addition, Bancorp’s financial institutions offerFirst Financial offers deposit services that include interest-bearing and noninterest-bearing deposit accounts and time deposits. Most subsidiaries provide safe deposit facilities. A full range of trust and asset management services is provided by Bancorp’s subsidiaries, excluding the savings bank, the service corporation, and the statutory trust companies. Each subsidiary retains its local identity and operates under the direction of its own board of directors and officers.

     BancorpFirst Financial.

First Financial makes a variety of loans to individuals and businesses. Loan interest and fees make up the majority of Bancorp’sFirst Financial’s income, approximately 66%67.98% in 2003.2005. The principal types of lending that Bancorpin which First Financial engages in are real estate, commercial, and consumer. Real estate loans are loans secured by a mortgage lien on the real property of the borrower, and includes bothwhich may be either residential property (one to four family residential housing units) andor commercial property (owner-occupied and investor income producing real estate, such as apartments, shopping centers, office buildings). The majority of residential real estate loans made by Bancorp’s subsidiary banks conformFirst Financial Bank conforms to secondary market loan standards. The credit underwriting standards adhere to a certain level of documentation,

F-2

verifications, valuation, and the borrower’sborrower overall credit performance. The underwriting of these loans includes an evaluation of these and other pertinent factors prior to the extension of credit. These underwriting standards help in the management of the credit risk elements.

Commercial real estate loans are also secured by a mortgage lien on the real property. The credit underwriting for both
owner-occupied and investor income producing real estate loans involves detailed market analysis, historical and projected cash flow analysis, appropriate equity margins, assessment of lessees and lessors, type of real estate and other analysis. Risk of loss is managed

2

by adherence to a standard loan policy that establishes certain levels of performance prior to the extension of a loan to the borrower. Diversification in market areas within Bancorp’sFirst Financial’s service area and a diversification by industry are other means by which the risk is managed at Bancorp.

First Financial.

Commercial loans are made to all types of businesses, from the local retail outlet for its seasonal sales needs, to the manufacturing company for new equipment financing. Bancorp’s subsidiaries workFirst Financial works with rapidly growing businesses to meet both their working capital needs while at the same time providing long-term financing for their acquisition and expansion plans. Many of our community banks workFirst Financial also works closely with agricultural customers to provide financing for new farm implements, livestock, and crop production. Credit risk is managed by a standard loan policy, established authorized credit limits, and the diversification of market area and industries. The overall strength of the borrower is evaluated through the credit underwriting process and includes a review of historical and projected cash flows, historical financial performance, financial strength of the principals and guarantors, and collateral values, where applicable.

Installment loans primarily include loans made to individuals. Types of loans include new and used vehicle loans, second mortgages on residential real estate, and unsecured loans to individuals. Risk elements in the installment loan portfolio are focused on the ability of the borrower to repay. Some security is provided through liens on automobile titles and second mortgage liens, where applicable. Installment loans are generally smaller dollar amounts than other types of lending and are made to a large number of customers. Both factors help provide diversification of the portfolio. Economic conditions that affect consumers in Bancorp’sFirst Financial’s markets have a direct impact on the credit quality of these loans. Higher levels of unemployment, lower levels of income growth and weaker economic growth are factors that can adversely impact installment loan credit quality. These loans are generally underwritten to affiliate standards, which focus on the borrower’s cash flow and credit history.

Bancorp

In 2005, First Financial began measuring performance based on two major lines of business: banking and its subsidiaries operate in one business segment—the financial institutions industry.wealth management. Foreign transactions are nominal. Information regarding statistical disclosure required by Industry Guide 3 is included in Bancorp’sFirst Financial’s Annual Report to Shareholders for the year ended December 31, 2003,2005, and is incorporated herein by reference.

At December 31, 2003, Bancorp2005, First Financial and its subsidiaries employed 1,7951,604 employees.

Bancorp’s

First Financial’s executive office is located at 300 High Street, Hamilton, Ohio 45011, and the telephone number is
(513) 867-5447. BancorpFirst Financial makes available, free of charge, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after filing with the Securities and Exchange Commission (SEC), through its website,www.ffbc-oh.com under the “Investor Information” link, clickunder “SEC Filings.” Copies of such reports also can be found on “SEC Filings”.the SEC’s website at www.sec.gov.

F-3

3

Subsidiaries
The following table lists each of Bancorp’sFirst Financial’s subsidiaries, their acquisition dates, the number of offices that each subsidiary has, their total deposits, and the number of ATMs owned by each subsidiary:
                 
      Deposits    
  Acquisition 12/31/03 Number of Number of
Subsidiary/Location
 Date
 ($ in 000)
 Offices
 ATMs
First Financial/Hamilton, Ohio  04/26/83  $1,246,988   37   42 
Community First/Celina/Van Wert, Ohio  04/29/83   509,017   22   15 
Indiana Lawrence/North Manchester, Indiana  09/01/89   117,176   9   4 
Fidelity Federal/Marion, Indiana  09/21/90   82,180   3   2 
Citizens First/Hartford City, Indiana  10/01/90   85,677   5   5 
Clyde/Clyde, Ohio  06/01/94   69,772   3   4 
Heritage/Columbus, Indiana  01/04/93   207,803   14   13 
Sand Ridge/Highland, Indiana  06/01/99   685,478   15   27 
Service Corp/Middletown, Ohio  06/01/99   N/A   1   0 
FFCA/Hamilton, Ohio  05/13/02   N/A   1   0 
Statutory Trust I/Hamilton, Ohio  09/25/02   N/A   1   0 
Statutory Trust II/Hamilton, Ohio  07/15/03   N/A   1   0 
                 
      Deposits    
  Acquisition 12/31/05 Number of Number of
Subsidiary/Location Date ($ in 000) Offices ATMs
First Financial/Hamilton, Ohio  04/26/83  $2,937,889   105   111 
FFCA/Hamilton, Ohio  05/13/02   N/A   1   0 
Statutory Trust I/Hamilton, Ohio  09/25/02   N/A   1   0 
Statutory Trust II/Hamilton, Ohio  07/15/03   N/A   1   0 

Historically, BancorpFirst Financial has operated under a community banking philosophy. In the past, this philosophy was implemented by multiple, small multiple banking subsidiaries. In January of 2001, BancorpFirst Financial began a process of regionalization and market expansion, known as “Project Renaissance,” the purpose of which was to reduce the number of banking subsidiaries to four and to convert each banking subsidiary to a common data processing system. BancorpFirst Financial initiated this plan to gain efficiencies through consolidation, to provide a structure with a smaller number of subsidiaries that could more easily be managed, and to better position the company for growth,growth; for instance, by reducing operational burdens on certain employees and enabling them to focus more on customer sales and service. To date, all data processing conversions have been completed and three of the four regional financial institutions have been formed.

In November 2001, Bancorp completed the first consolidation of “Project Renaissance” by merging four of its wholly owned subsidiaries, Union Bank & Trust Company, Peoples Bank and Trust Company, Farmers State Bank, and Vevay Deposit Bank, to form Heritage.

•In November 2001, First Financial completed the first consolidation of “Project Renaissance” by merging four of its wholly owned subsidiaries, Union Bank & Trust Company, Peoples Bank and Trust Company, Farmers State Bank, and Vevay Deposit Bank, to form Heritage, which was headquartered in Columbus, Indiana.
•In July 2002, First Financial formed its second regional financial institution by merging two of its wholly owned subsidiaries, First National Bank of Southwestern Ohio and Hebron Deposit Bank, to form First Financial, which is headquartered in Hamilton, Ohio.
•First Financial merged three of its wholly owned subsidiaries, Bright National Bank, National Bank of Hastings, and Sand Ridge, in November 2002. Sand Ridge, which is headquartered in Schererville, Indiana, was the surviving subsidiary and became the third regional financial institution to be formed under “Project Renaissance.”
•In the third quarter of 2004, First Financial’s subsidiaries, The Clyde Savings Bank Company and Indiana Lawrence Bank merged into Community First, which at that time began the process of forming First Financial’s fourth and final regional financial institution.
•In March 2005, First Financial merged Citizens First into Community First and merged Heritage into First Financial.

F-4

On December 31, 2001,4

Furthermore, in March of 2005, First Financial adopted a new strategic plan, which provided for a new organizational structure for First Financial, whereby its remaining subsidiary banks would be merged into a single bank charter: First Financial Bank. The single bank subsidiary operates in three regions under three “doing business as” names: First Financial Bank, Sand Ridge Bank, and Community First purchased certain assetsBank & Trust. On August 19, 2005, the consolidation was completed.
During 2005, First Financial also organized its trust, investment, brokerage, and assumed certain liabilitiesprivate banking into a wealth-management line of a divisionbusiness. This included First Financial’s family of Blue River Bancshares operating underproprietary mutual funds, The Legacy Funds Group, introduced in May of 2002. Management changed the name First Community Bank of Fort Wayne, Indiana. This acquisition allowed Community First to expand into the Fort Wayne market.

In July 2002, Bancorp formed its second regional financial institution by merging two of its wholly owned subsidiaries,insurance business from Flagstone Insurance and Financial Services to First NationalFinancial Insurance. Non-client support functions aligned to support the combined company.

Finally, on September 16, 2005, First Financial completed the sale of substantially all of the assets of Fidelity Federal Savings Bank, of Southwestern OhioMarion, Indiana, to Mutual Federal Savings Bank, Muncie, Indiana, and Hebron Deposit Bank, to form First Financial.

Bancorp merged three of its wholly owned subsidiaries, Bright National Bank, National Bank of Hastings, and Sand Ridge, in November 2002. Sand Ridge is the surviving subsidiary and became the third regional financial institution to be formed under “Project Renaissance.”

In 2004, Bancorp will begin the process of forming its fourth and final regional financial institution, subject to regulatory approval. This final stage of regionalization is expected to involvecompleted the consolidation of Citizens its operations center.

First Clyde, Fidelity Federal and Indiana Lawrence into Community First.

BancorpFinancial still believes in the philosophy of community banking. Upon completion of “Project Renaissance,” Bancorp will be an alliance of regionally based community banks — each with its own identity, unique history, and separate responses to local market needs. This consolidation process will afford Bancorp’s subsidiaries the opportunity to offer more products, such as cash management services, expanded trust services, private banking, and annuity products. Bancorp’sFirst Financial’s goal in this process is to achieve efficiencies of size and standardization, while maintaining each subsidiary’sdivision’s customer relationships.

Market and Competitive Information

Bancorp,

First Financial, through its regionalization efforts and strategic plan, “Project Renaissance,” has focused its subsidiary groupbank around fourthree broad geographic regions. Each of the three geographic regions is served by a First Financial Bank “doing business as” First Financial Bank, Sand Ridge Bank, and Community First Bank & Trust, in each of the three regions, respectively. One region covered by Heritage, serves Southeastern Indiana. A second region,is covered by First Financial, consists of a Southwesternwhich serves the southeastern Indiana, southwestern Ohio, and Northernnorthern Kentucky market.markets. The thirdsecond region is covered by Sand Ridge, which serves Northwesternnorthwestern Indiana and Southernsouthern Michigan. The fourth groupthird region is covered by the consolidation of subsidiaries, consisting of Citizens First, Clyde, Fidelity Federal, Indiana Lawrence and Community First, focuses on Northwesternwhich serves northwestern Ohio and Centralcentral to Northeasternnortheastern Indiana.
The market areas in the three geographic regions include many different types of activities, such as manufacturing, agriculture, education, healthcare, and service based economies. Within these regions, growth is projected to continue in key demographic groups and in levels of population. Core demographic measures Bancorp evaluatesevaluated by First Financial include income levels, median household income, and population growth within key segments. The Midwest markets that BancorpFirst Financial serves have experienced a slowing and more uncertain economy from 20012002 through 2003, as indicated by such items as increased unemployment rates and personal bankruptcy growth rates in Ohio and Indiana. TheseHowever, 2004 showed signs of economic factors continuerecovery, which continued throughout 2005. First Financial expects continued stable to have a negative impact on Bancorp’s business.

Bancorp,improving trends, although moderate fluctuations could occur.

First Financial, as a mid-sized regional bank holding company, believes that it is well positioned to compete in these markets. Smaller than super-regional and multi-national bank holding companies, BancorpFirst Financial believes that it can meet the needs of its markets through a local decision making network of local management and affiliate boards of directors. Bancorpmanagement. First Financial believes that it is better positioned to compete for business than some smaller banks that may have size or geographic limitations. Bancorp’sFirst Financial’s strategy is to differentiate itself by providing superior customer service and delivering innovative products in its markets. Bancorp’sFirst Financial’s targeted customers include individuals and small to medium sized businesses

F-5

5

sized businesses within the geographic region of theits subsidiary bank’s branch network. Through Bancorp’s subsidiaries’the delivery systemsystems of branches, automated teller machines (ATM’s), internet banking, and telephone based transactions, we meet the needs of our customers in an ever-changing marketplace.

Bancorp

First Financial faces strong competition from financial institutions and other non-financial organizations. Its competitors include local and regional financial institutions, savings and loans, and bank holding companies, as well as some of the largest banking organizations in the United States. In addition, other types of financial institutions, such as credit unions, offer a wide range of loan and deposit services that are directly competitive with those offered by Bancorp’s subsidiaries.First Financial. The consumer is also served by brokerage firms and mutual funds that provide checking services, credit cards, and other services similar to those offered by Bancorp’s subsidiaries.First Financial. Major stores compete for loans by offering credit cards and retail installment contracts. It is anticipated that competition from entities other than financial institutions will continue to grow.

Regulation

First Financial Bank, as a national banking association, is subject to supervision and regular examination by the Comptroller of the Currency. Community First and Clyde, as Ohio state chartered banks, are subject to supervision and regular examination by the Superintendent of Banks of the State of Ohio. First Financial, Community First, Clyde, Heritage, and Sand Ridge are members of the Federal Reserve System and, as such, are subject to the applicable provisions of the Federal Reserve Act. Community First, Heritage, and Sand Ridge are also subject to regular examination by the Board of Governors of the Federal Reserve System (Federal Reserve Board). Indiana Lawrence, Citizens First, Heritage, and Sand Ridge, as Indiana state chartered banks, are subject to supervision and regular examination by the Indiana Department of Financial Institutions. Fidelity Federal, as a federal savings bank, is subject to supervision and regular examination by the Office of Thrift Supervision. Since Fidelity Federal is located in Indiana, it is also subject to examination by the Indiana Department of Financial Institutions. All depository institutions and its deposits are insured up to the legal limits by the Bank Insurance Fund which is administered by the Federal Deposit Insurance Corporation and areis subject to the provisions of the Federal Deposit Insurance Act.

As a bank and savings and loan holding company, BancorpFirst Financial is subject to the provisions of the Bank Holding Company Act of 1956, as amended (the Act). The Act requires bank holding companies to register under the Act and to be subject to supervision and examination by the Federal Reserve Board. BancorpFirst Financial is required to file with the Federal Reserve Board an annual report and such additional information as the Federal Reserve Board may require pursuant to the Act. The Act requires prior approval by the Federal Reserve Board of the acquisition of 5% or more of the voting stock or substantially all the assets of any bank within the United States. Following the passage of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, bank holding companies may acquire thrift institutions subject to approval by the Federal Reserve Board and the Office of Thrift Supervision and ongoing regulation and examination by the Office of Thrift Supervision. As a bank and savings and loan holding company located in the State of Ohio, BancorpFirst Financial is not permitted to acquire a bank located in another state unless such acquisition is specifically authorized by the statutes of such state, as is the case in Indiana, Michigan, and Kentucky. The Act further provides that the Federal Reserve Board shall not approve any such acquisition that would result in a monopoly or would be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the business of banking in any part of the United States, or the effect of which may be to substantially lessen competition or to create a monopoly in any section of the country, or that in any other manner would be in restraint of trade, unless the anti-competitive effects of the proposed

F-6

transaction are clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the community to be served.

The Act and the regulations of the Federal Reserve Board prohibit a bank holding company and its subsidiaries from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property, or furnishing of services. The Act also imposes certain restrictions upon dealings by affiliated banks with the holding company and among themselves, including restrictions on interbankinter-bank borrowing and upon dealings in the securities or obligations of the holding company or other affiliates.


The Act was amended by the Gramm-Leach-Bliley Act of 1999 (GLBA), which was enacted on

6

November 12, 1999. The GLBA also repealed portions of the Glass-Steagall Act, a piece of depression-era legislation intended to separate banking and commerce. Under the GLBA, bank holding companies that satisfy certain requirements may elect to become financial holding companies. The GLBA allows financial holding companies to engage in certain activities that are “financial in nature” and that are not permitted for bank holding companies. BancorpFirst Financial initially elected to become a financial holding company in March 2000 and then withdrew its election in July 2002. Bancorp’sFirst Financial’s decision to remain a bank and savings and loan holding company was due to the more stringent regulatory requirements imposed upon financial holding companies and to the fact that Bancorp’sFirst Financial’s strategic plans did not include utilizing the expanded activities available to financial holding companies.

The earnings of banks, and, therefore, the earnings of BancorpFirst Financial (and its subsidiaries), are affected by the policies of regulatory authorities, including the Federal Reserve Board. An important function of the Federal Reserve Board is to regulate the national supply of bank credit in an effort to prevent recession and to restrain inflation. Among the procedures used to implement these objectives are open market operations in U.S. Government securities, changes in the discount rate on member bank borrowings, and changes in reserve requirements against member bank deposits.

These procedures are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use also may affect interest rates charged on loans or paid for deposits.

Monetary policies of the Federal Reserve Board have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. The effect, if any, of such policies upon the future business and earnings of BancorpFirst Financial cannot accurately be predicted.

Bancorp

First Financial makes no attempt to predict the effect on its revenues and earnings of changes in general economic, industrial, and international conditions or in legislation and governmental regulations.

Compliance Matter

On July 2, 2002, Community First, which represents 17.22% of Bancorp’s December 31, 2003, total assets,has since been merged with and into First Financial Bank, entered into an agreement with the Federal Reserve Board regarding the steps necessary to bring the bank into the compliance with the Bank Secrecy Act. Community First has fully satisfied the provisions of the agreement, and, as a result, the agreement was terminated by the Federal Reserve Board effective January 29, 2004.
Item 1A. Risk Factors.
Investments in First Financial common shares involve risk. The market price of First Financial common shares may fluctuate significantly in response to a number of factors, including:
•management’s ability to effectively execute its business plan;
•the strength of the local economies in which operations are conducted;
•the effects of and changes in policies and laws of regulatory agencies;
•inflation, interest rates, market and monetary fluctuations;

F-77

•acts of terrorism and any governmental response to such acts;
•technological changes;
•mergers and acquisitions;
•the ability to increase market share and control expenses;
•the effect of changes in accounting policies and practices that may be adopted by the regulatory agencies as well as the Financial Accounting Standards Board and the Securities and Exchange Commission;
•the costs and effects of litigation and of unexpected or adverse outcomes in such litigation;
•and the success of First Financial at managing the risks involved in the foregoing.
If management of First Financial is not able to effectively execute its business plan, First Financial’s stock price may drop. Management has set an aggressive business plan and restructuring of the corporation in an effort to cause the corporation to improve its efficiency and earnings. If the plan is not implemented successfully, First Financial may not perform relative to its peers and securities analysts’ may change their estimates of the company’s financial performance, potentially decreasing the company’s stock price.
If First Financial does not adjust to changes in the financial services industry, its financial performance may suffer. First Financial’s ability to maintain its history of strong financial performance and return on investment to shareholders will depend in part on its ability to expand its scope of available financial services to its customers. In addition to other banks, competitors include securities dealers, brokers, mortgage bankers, investment advisors, credit unions, and finance and insurance companies. The increasingly competitive environment is, in part, a result of changes in regulation, changes in technology and product delivery systems, and the accelerating pace of consolidation among financial service providers.
Future governmental regulation and legislation could limit growth. First Financial and its subsidiaries are subject to extensive state and federal regulation, supervision and legislation that govern nearly every aspect of operations. Changes to these laws could affect First Financial’s ability to deliver or expand its services and diminish the value of its business.
Changes in interest rates could reduce income and cash flow. First Financial’s income and cash flow depends to a great extent on the difference between the interest earned on loans and investment securities, and the interest paid on deposits and other borrowings. Interest rates are beyond First Financial’s control, and they fluctuate in response to general economic conditions and the policies of various governmental and regulatory agencies, in particular, the Federal Reserve Board. Changes in monetary policy, including changes in interest rates, will influence the origination of loans, the purchase of investments, the generation of deposits and the rates received on loans and investment securities and paid on deposits.
Additional risks and uncertainties could have a negative effect on financial performance. Additional factors could have a negative effect on the financial performance of First Financial and First Financial common shares. Some of these factors are general economic and financial market conditions, competition, continuing consolidation in the financial services industry, new litigation or changes in existing litigation, regulatory actions, and losses.
Item 1B. Unresolved Staff Comments.
None.

8

Item 2. Properties.

The registrant and its subsidiaries operate from 108105 banking offices and one service center. The service center and 56 bankingoffices: 54 offices are located in Ohio, including Bancorp’sFirst Financial’s executive office in Hamilton, Ohio. Additionally, 47Ohio; 44 offices are located in Indiana, threeIndiana; five in Kentucky,Kentucky; and two in Michigan.

Item 3. Legal Proceedings.

Except for routine litigation incident to their business, the registrant and its subsidiaries are not a party to any material pending legal proceedings, and none of their property is the subject of any such proceedings.

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to the shareholders during the fourth quarter of 2003.2005.

Additional Item -— Executive Officers.

Shown in the table below are the Executive Officersexecutive officers of First Financial Bancorp as of December 31, 2003.2005. The Executive Officers willexecutive officers are either officers of First Financial or officers of a subsidiary of First Financial who perform policy-making functions for First Financial. The officers are elected annually at the organizational meetings of the boards of directors of their respective affiliates and serve until the firstnext organizational meeting, of the Board of Directors following the next annual meeting of shareholders, scheduled to be held on April 27, 2004, or until their successors are elected and duly qualified. All Executive Officers are chosen by the Board of Directors by a majority vote.
       
Name
 Age
 Position
James C. HallClaude E. Davis  4245President & Chief Executive Officer
C. Douglas Lefferson41  Executive Vice President & Chief Operating Officer
 
Rex A. Hockemeyer  50  Senior
David S. Harvey44Executive Vice President, Information TechnologyCommercial Credit & Product Management
 
Mark W. Immelt  5860  SeniorExecutive Vice President, Wealth Management
 
C. Douglas Lefferson  39
Samuel J. Munafo55Executive Vice President, Banking
Richard Barbercheck47  Senior Vice President, and Chief FinancialRisk Officer
 
C. Thomas Murrell, III  60
Gregory A. Gehlman44  Senior Vice President, and Chief Lending OfficerGeneral Counsel
 
J. Franklin Hall  35Vice President and Controller
Robert C. Oberg4337  Senior Vice President and& Chief RiskFinancial Officer
John C. Hoying57Senior Vice President, Retail Credit & Product Management
Jill L. Wyman44Senior Vice President, Sales & Marketing
Elizabeth E. Fontaine41Vice President, Controller

The following is a brief description of the business experience over the past five years of the individuals named above.

James C. Hall

9

Claude E. Davisjoined First Financial as president, chief executive officer, and a member of the board of directors on October 1, 2004. Beginning August 23, 2005, Davis became executivethe president, CEO, and chairman of the board of First Financial Bank. At the time he joined First Financial, Davis was senior vice president at Irwin Financial Corporation and chairman of Bancorp on June 4, 2001. Since 1991, Mr. Hall has progressed through three Bancorp affiliates. He joined Home FederalIrwin Union Bank a Federal Savings Bank as executive vice president. In 1996,and Trust (the company’s lead bank), positions he movedhad held since May 2003. Prior to Fidelity where hethat, Davis served as president of Irwin Union Bank and chiefTrust for seven years. Davis originally joined Irwin Financial Corporation and Irwin Union Bank and Trust in 1987 as vice president and controller.
C. Douglas Leffersonbecame executive officer. From 1999 until June 4, 2001, he wasvice president and chief operating officer of Sand Ridge.

Rex A. Hockemeyer becameFirst Financial effective April 1, 2005. Prior to that, he was executive vice president and chief financial officer, since December 13, 2004, after having served as its senior vice president Information Technology of Bancorp on July 5,and chief financial officer since January 11, 2002. He also serveshas spent his entire banking career in various positions within First Financial and First Financial Bank.

David S. Harveywas named executive vice president and chief credit officer for First Financial in January 2006. Previously, he was president of Sand Ridge Bank, a post he had held since 2001. Harvey joined Sand Ridge Bank in June 1999 as the bank’s executive vice president and chief lending officer.
Mark W. Immeltbecame executive vice president of Wealth-Management of First Financial on April 1, 2005. Previously, he had served as president and chief executive officer of the Service Corp, Bancorp’s operations subsidiary. He joined the Service CorpFirst Financial Bank since December of 1999. From July of 1997 until December of 2004, he served as senior vice president information technology

F-8

when this subsidiary was formed in 1999.of First Financial. Mark has served as president of First Financial Capital Advisors, LLC since May 2002. He hadis also a member of the Legacy Funds Group. He has served Bancorp as firstpresident of the Legacy Funds Group since August 2005.

Sam Munafobecame executive vice president and directorwith responsibility for all banking markets in January of information technology prior2006. Prior to joiningthat, he was the operations subsidiary in 1999. He joined First National Bank of Southwestern Ohio (First Southwestern) (now known as First Financial) in 1994 as vice president in the information technology area.

Mark W. Immelt became senior vice president of Bancorp on July 1, 1997. Mr. Immelt joinedthe First SouthwesternFinancial Bank line of business beginning in December 1996,August 2005. He served as senior vice president and senior trust officer. In December 1999, he was promoted to president and chief executive officer of Community First Financial.Bank & Trust from 2001 until March of 2005, when he became the President of First Financial Bank. From 1998 to 2001, Munafo served as president and chief executive officer of Indiana Lawrence Bank. He has spent his entire banking career with various First Financial companies.

Richard Barbercheckjoined First Financial in November 2005 as senior vice president and chief risk officer. He is responsible for the risk management function, which predominately includes commercial and consumer credit, regulatory and compliance, operational and market risk. Before joining First Financial, he spent 28was with Irwin Financial Corporation in Columbus, Indiana, where he most recently managed their credit risk evaluation group. He has a total of 24 years managing personal trust, corporate trust, employee benefit programsof banking experience, including bank management, commercial lending and credit administration. He previously served as president of a small bank in Indiana from 1993 until 1998.
Gregory A. Gehlmannjoined First Financial in June 2005 as senior vice president and general counsel. Prior to joining First Financial, Gehlmann practiced law for 16 years in Washington, D.C. From March 2000 to June 2005, he served as partner/counsel at Manatt, Phelps & Phillips, LLP, Washington, D.C. where he served as counsel to public and private companies, as well as investors, underwriters, directors, officers, and principals regarding corporate securities, banking, programs in the Northern Indiana and Northeastern Ohio area.general business and transactional matters.

C. Douglas Lefferson

10

J. Franklin Hallbecame senior vice president and chief financial officer of First Financial effective January 11, 2002. HeApril 1, 2005. Prior to that, he had served as first vice president, controller, and comptrollerdirector of Bancorp since November 25, 1998. Previously, Mr. Lefferson hadfinance for First Financial effective December 13, 2004. He served as vice president and chief financial officer of First Southwestern since July 1997, vice president and comptroller of First Financial since December 1995 and assistant vice president and assistant comptroller since 1993.

C. Thomas Murrell joined Bancorp on April 30, 2001, as senior vice president and chief lending officer. Prior to joining Bancorp, Mr. Murrell spent most of his thirty years in banking in Kentucky, with his most recent position at Firstar, N.A. (now known as US Bancorp) in Cincinnati, Ohio.

J. Franklin Hall becameits vice president and controller effectivesince January 11, 2002. He joined BancorpFirst Financial in June of 1999 as a financial officer, advanced to assistant vice president in 2000 and became vice president on June 1, 2001. Prior to joining Bancorp,First Financial, Mr. Hall was a senior financial analyst at Firstar Bank, N.A.

Robert C. Oberg (now known as US Bancorp) in Cincinnati, Ohio.

John Hoyingtook on the responsibility of senior vice president, retail credit and product management for First Financial effective January 2006. He joined Bancorp on June 17, 2002, asCommunity First Bank and Trust in July 2001. He was an executive vice president before being named president of the bank in April 2005. During his 33-year career in financial and management banking, Hoying has been the city executive for Bank One in Lima, Ohio, president of Bank One in Sidney, Ohio, and also executive vice president for Bank One in Sidney. He began his banking career with the Citizens Baughman National Bank in October of 1968.
Jill Wymanbecame First Financial’s senior vice president and chief risk officer. Mr. Oberg began his banking careerdirector of sales in 1984October 2005. She joined the company in 2003 as a bank examiner for the Comptroller of the Currencyvice president and priorsales director. Prior to joining BancorpFirst Financial, she was with the Lazarus division of Federated Department Stores in suburban Cincinnati for 19 years progressing through the sales-management ranks. In 2003, she was the store manager of a Macy’s store in suburban Cincinnati. Prior to that, she was a retail merchandise manager for Lazarus.
Elizabeth E. Fontainebecame First Financial’s vice president and controller in April 2005. From January 2002 to April 2005, she was vice president of risk management for SouthTrust Bank in Birmingham, Alabama.and assistant controller. From 1997 to 2001, she was vice president and accounting officer.

F-9

11

PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
(a)First Financial had 3,988 shareholders of record of its outstanding common shares as of March 1, 2006. First Financial’s common stock is listed on The Nasdaq Stock Market®. The information contained on page 60 of the Notes to Consolidated Financial Statements in First Financial’s Annual Report to Shareholders for the year ended December 31, 2005, is incorporated herein by reference in response to this item.
(c)The following table shows the total number of shares repurchased in the fourth quarter of 2005.
Issuer Purchases of Equity Securities
                 
  (a)  (b)  (c)  (d) 
          Total Number    
          of Shares  Maximum Number 
  Total Number  Average  Purchased as  of Shares that may 
  of Shares  Price Paid  Part of Publicly  yet be Purchased 
Period Purchased (1)  Per Share(1)  Announced Plans (2)  Under the Plans 
October 1 through October 31, 2005  126,285  $18.13   120,000   7,397,105 
November 1 through November 30, 2005  29,543  $18.56   24,000   7,373,105 
December 1 through December 31, 2005  3,257,352(3) $19.00   0   7,373,105 
             
Total  3,413,180  $18.96   144,000   7,373,105 
             
(1)The number of shares purchased in column (a) and the average price paid per share in column (b) include the purchase of shares other than through publicly announced plans. The shares purchased other than through publicly announced plans were purchased pursuant to First Financial’s Thrift Plan, Director Fee Stock Plan, 1999 Stock Option Plan for Non-Employee Directors and 1999 Stock Incentive Plan for Officers and Employees. (The last two plans are referred to hereafter as the Stock Option Plans.) The following tables show the number of shares purchased pursuant to those plans and the average price paid per share. The purchases for the Thrift Plan and the Director Fee Stock Plan were made in open-market transactions. Under the Stock Option Plans, shares were purchased from plan participants at the then current market value in satisfaction of stock option exercise prices.

Item 5. Market for the Registrant’s Common Equity and Related Shareholder Matters.

Bancorp had 4,426 common stock shareholders of record as of February 17, 2004. Bancorp’s common stock is listed on The Nasdaq Stock Market®. The information contained on page 45 of the Notes to Consolidated Financial Statements in Bancorp’s Annual Report to Shareholders for the year ended December 31, 2003, is incorporated herein by reference in response to this item.

In connection with the payment of cash dividends, under the terms of a short-term revolving line of credit agreement, Bancorp may not declare or pay cash dividends in any fiscal year that exceed 70% of Bancorp’s consolidated net income for the immediately preceding fiscal year.

12

         
  (a)  (b) 
  Total Number  Average 
  of Shares  Price Paid 
Period Purchased  Per Share 
First Financial Bancorp Thrift Plan
        
October 1 through October 31, 2004  0  $0.00 
November 1 through November 30, 2004  0   0.00 
December 1 through December 31, 2004  0   0.00 
       
Total  0  $0.00 
       
         
Director Fee Stock Plan
        
October 1 through October 31, 2004  1,618  $17.95 
November 1 through November 30, 2004  0   0.00 
December 1 through December 31, 2004  0   0.00 
       
Total  1,618  $17.95 
       
         
Stock Option Plans
        
October 1 through October 31, 2004  4,667  $18.44 
November 1 through November 30, 2004  5,543   19.13 
December 1 through December 31, 2004  7,352   18.92 
       
Total  17,562  $18.86 
       
(2)First Financial has two publicly announced stock repurchase plans under which it is currently authorized to purchase shares of its common stock. Neither of the plans expired during this quarter. The table that follows provides additional information regarding those plans.
Total Shares
AnnouncementApproved forExpiration
DateRepurchaseDate
2/25/20032,243,715None
1/25/20007,507,500None
(3)Represents shares purchased pursuant to a modified Dutch Auction tender offer.

13

Item 6. Selected Financial Data.

The information contained in Table 1 on page 1021 of the Management’s Discussion and Analysis section of Bancorp’sFirst Financial’s Annual Report to Shareholders for the year ended December 31, 2003,2005, is incorporated herein by reference in response to this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information contained in the Management’s Discussion and Analysis section, (pages 919 through 45)60) of Bancorp’sFirst Financial’s Annual Report to Shareholders for the year ended December 31, 20032005 is incorporated herein by reference in response to this item.

Forward Looking Statements

Certain statements contained in this Annual Report on Form 10-K which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act (the “Act”). In addition, certain statements in future filings by BancorpFirst Financial with the Securities and Exchange Commission, in press releases, and in oral and written statements made by or with the approval of BancorpFirst Financial which are not statements of historical fact constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to, projections of revenues, income or loss, earnings or loss per share, the payment or non-payment of dividends, capital structure and other financial items; statements of plans and objectives of BancorpFirst Financial or its management or Board of Directors; and statements of future economic performance and statements of assumptions underlying such statements. Words such as “believes,” “anticipates,” “intends,” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties which may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, management’s ability to effectively execute its business plan; the strength of the local economies in which operations are conducted; the effects of and changes in policies and laws of regulatory agencies; inflation, interest rates, market and monetary fluctuations; acts of terrorism and any governmental response to such acts; technological changes; mergers and acquisitions; the ability to increase market share and control expenses; the effect of changes in accounting policies and practices that may be adopted by the regulatory agencies as well as the Financial Accounting Standards Board and the Securities and Exchange Commission; the costs and effects of litigation and of unexpected or adverse outcomes in such litigation; and the success of BancorpFirst Financial at managing the risks involved in the foregoing.

F-10

Such forward-looking statements are meaningful only on the date when such statements are made, and BancorpFirst Financial undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such a statement is made to reflect the occurrence of unanticipated events.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

The information contained on pages 19 and 20page 31 of the Management’s Discussion and Analysis section of Bancorp’sFirst Financial’s Annual Report to Shareholders for the year ended December 31, 20032005, is incorporated herein by reference in response to this item.

14

Item 8. Financial Statements and Supplementary Data.

The consolidated financial statements and reportreports of independent auditorsregistered public accounting firm included on pages 2334 through 4459 of the Consolidated Financial Statements and the Notes to Consolidated Financial Statements in Bancorp’sFirst Financial’s Annual Report to Shareholders for the year ended December 31, 20032005, are incorporated herein by reference.

The AnnualQuarterly Financial and Common Stock Data on page 4560 of the Notes to Consolidated Financial Statements in Bancorp’sFirst Financial’s Annual Report to Shareholders for the year ended December 31, 20032005, is incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures

Bancorp

First Financial has established controls and other procedures designed to ensure that the information required to be disclosed in this report is recorded, processed, summarized, and reported within the required time periods (the “disclosure controls and procedures”). Bancorp’s Interim Chief Executive OfficerFirst Financial’s chief executive officer and Chief Financial Officer,chief financial officer, together with other members of senior management, have evaluated the disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, Bancorp’s Interim Chief Executive OfficerFirst Financial’s chief executive officer and Chief Financial Officerchief financial officer have concluded that the disclosure controls and procedures are effective (i) to ensure that material information relating to Bancorp,First Financial, including its consolidated subsidiaries, is communicated to them on a timely basis, and (ii) to accomplish the purposes for which they were designed.

Changes in Internal Controls
There were no changes in Bancorp’sFirst Financial’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, Bancorp’sFirst Financial’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
First Financial’s management is responsible for establishing and maintaining adequate internal control over financial reporting. First Financial’s internal control over financial reporting is a process designed under the supervision of First Financial’s chief executive officer and chief financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation. As of December 31, 2005, First Financial’s management, including the chief executive officer and the chief financial officer, evaluated the effectiveness of First Financial’s internal controls over financial reporting, using as its framework for that evaluation the Internal Control—Integrated Framework published by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based upon that evaluation, management believes that First Financial’s internal control over financial reporting is effective based on those criteria.

15

Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has issued an attestation report on management’s assessment of the effectiveness of First Financial’s internal control over financial reporting as of December 31, 2005. The report, which expresses an unqualified opinion on management’s assessment and on the effectiveness of First Financial’s internal control over financial reporting as of December 31, 2005, is included in this Item under the heading “Report on Effectiveness of Internal Control Over Financial Reporting.”
/s/ Claude E. Davis
Claude E. Davis
/s/ J. Franklin Hall
J. Franklin Hall
President & CEOSenior Vice President & CFO
March 9, 2006March 9, 2006
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Report on Effectiveness of Internal Control Over Financial Reporting
The Board of Directors and Shareholders of First Financial Bancorp
We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that First Financial Bancorp maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). First Financial Bancorp’s management is responsible for maintaining effective internal control over financial reporting and for its assessment about the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized

16

acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that First Financial Bancorp maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, First Financial Bancorp maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the COSO criteriaF-11.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of First Financial Bancorp as of December 31, 2005 and 2004, and the related consolidated statements of earnings, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2005 and our report dated March 9, 2006, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Cincinnati, Ohio
March 9, 2006
Item 9B. Other Information.
First Financial is filing as Exhibits 10.27 and 10.28 to this Form 10-K copies of a Severance Agreement and Release between C. Thomas Murrell and First Financial; and Rex A. Hockemeyer and First Financial.
Dr. James C. Garland, a director of First Financial whose term expires at the annual meeting of shareholders in 2006, has retired from his position as President of Miami University and will be moving his permanent residence outside the Corporation’s primary market area. As a result, he was not nominated for an additional term. His position will remain vacant as First Financial conducts a search to fill his vacancy.

17

PART III

Item 10. Directors and Executive Officers of the Registrant.

Information appearing under “Election of Directors” on pages 3 and 4,Directors,” “Meetings of the Board of Directors and Committees of the Board” on pages 4 through 6,Board,” and “Section 16(a) Beneficial Ownership Reporting Compliance” on page 18 of Bancorp’sFirst Financial’s Proxy Statement which will be dated March 24, 2004 with respect to the Annual Meeting of Shareholders to be held on April 27, 2004,25, 2006, and which wasis expected to filed with the SEC on or about March 21, 2006, pursuant to Regulation 14A of the Securities Exchange Act of 1934 (Bancorp’s 2004(First Financial’s 2005 Proxy Statement), is incorporated herein by reference in response to this item.

Reference is also made to “Additional Item - Item—Executive Officers” included in Part I of this Form 10-K in partial response to Item 10.

Bancorp

First Financial has adopted a code of ethics, the First Financial Bancorp. Code of Business Conduct and Ethics (the Code), which applies to Bancorp’sFirst Financial’s directors, officers and employees, including its chief executive officer. The Code is attached as Exhibit 14 to this Annual Report on Form 10-K and is available through Bancorp’sFirst Financial’s website,www.ffbc-oh.com under the “Investor Information” link, click onunder “Corporate Governance”.Governance.”

Item 11. Executive Compensation.

The information appearing under “Meetings of the Board of Directors and Committees of the Board” on pages 4 through 6,Board,” “Executive Compensation” on pages 8 through 15,Compensation,” and “Compensation Committee Report” on pages 15 through 17 of Bancorp’s 2004First Financial’s 2005 Proxy Statement is incorporated herein by reference in response to this item.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

Management and Related Stockholder Matters.

The information appearing under “Shareholdings of Directors, Executive Officers, and Nominees for Director” on pages 2 and 3 of Bancorp’s 2004First Financial’s 2005 Proxy Statement is incorporated herein by reference in response to this item.

EQUITY COMPENSATION PLAN INFORMATION
                         
 Number of securities Number of securities 
 remaining available for remaining available for 
 Number of securities to be Weighted-average future issuance under Number of securities to be Weighted-average future issuance under 
 issued upon exercise of exercise price of equity compensation plans issued upon exercise of exercise price of equity compensation plans 
 outstanding options, outstanding options, (excluding securities outstanding options, outstanding options, (excluding securities 
Plan category
 warrants and rights
 and rights warrants
 reflected in column (a))
 warrants and rights warrants and rights reflected in column (a)) 
 (a)
 (b) (1)
 (c) (1)
 (a) (b) (1) (c) (1) 
Equity compensation plans approved by security holders 1,570,700 $17.45 5,728,512  1,609,945 $17.43 5,227,589 
 
Equity compensation plans not approved by security holders N/A N/A N/A  N/A N/A N/A 

F-12

18

(1) The securities included in this column are available for issuance under Bancorp’sFirst Financial’s 1999 Stock Option Plan for Non-Employee Directors (Director Plan) and its 1999 Stock Incentive Plan for Officers and Employees (Incentive Plan). Both the Director Plan and the Incentive Plan include provisions regarding adjustments to the number of securities available for future issuance under the respective plans in the event of a merger, reorganization, consolidation, recapitalization, reclassification, split-up, spin-off, separation, liquidation, stock dividend, stock split, reverse stock split, property dividend, share repurchase, share combination, share exchange, issuance of warrants, rights or debentures or other change in corporate structure of BancorpFirst Financial affecting Bancorp’sFirst Financial’s common shares. In any of the foregoing events, the Director Plan permits the Board of Directors and the Incentive Plan permits the Board of Directors or the Compensation Committee to make such substitution or adjustments in the aggregate number and kind of shares available for issuance under the respective plans as the Board of Directors (or, in the case of the Incentive Plan, the Compensation Committee) may determine to be appropriate in its sole discretion. Of the securities reported in column (c) 421,566395,577 are available for future issuance under the Director Plan and 5,306,9464,832,012 are available under the Incentive Plan.

Item 13. Certain Relationships and Related Transactions.

The information appearing in Note 2018 of the Notes to Consolidated Financial Statements included on page 4154 of Bancorp’sFirst Financial’s Annual Report to Shareholders is incorporated herein by reference in response to this item. Reference is also made to information appearing under “Transactions with Related Parties” on pages 18 and 19 of Bancorp’s 2004First Financial’s 2006 Proxy Statement in response to this item.

Item 14. Principal Accounting Fees and Services.

Information appearing under “Independent Auditors,Registered Public Accounting Firm, Fees, and Engagement” on page 7 of Bancorp’s 2004First Financial’s 2006 Proxy Statement is incorporated herein by reference in response to this item.

F-13

19

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a) Documents filed as a part of the Report:

       
    Page*
(1) Report of Ernst & Young LLP, Independent Auditors  44 
  Consolidated Balance Sheets as of December 31, 2003 and 2002  23 
  Consolidated Statements of Earnings for year ended December 31, 2003, 2002, and 2001  24 
  Consolidated Statements of Cash Flows for year ended December 31, 2003, 2002, and 2001  25 
  Consolidated Statements of Changes in Shareholders’ Equity for year ended December 31, 2003, 2002, and 2001  26 
  Notes to Consolidated Financial Statements  27 
(2) Financial Statement Schedules:    
  Schedules to the consolidated financial statements required by Regulation S-X are not required under the related instructions, or are inapplicable, and therefore have been omitted  N/A 
Schedules.

*The page numbers indicated refer to pages of the registrant’s Annual Report to Shareholders for the fiscal year ended December 31, 2003 which are incorporated herein by reference.

F-14

(3) Exhibits:

   
Page*
(a) Documents filed as a part of the Report:
Reports of Independent Registered Public Accounting Firm35
Consolidated Balance Sheets as of December 31, 2005 and 200436
Consolidated Statements of Earnings for year ended December 31, 2005, 2004, and 200337
Consolidated Statements of Cash Flows for year ended December 31, 2005, 2004, and 200338
Consolidated Statements of Changes in Shareholders’ Equity for year ended December 31, 2005, 2004, and 200339
Notes to Consolidated Financial Statements40
(2) Financial Statement Schedules:
Schedules to the consolidated financial statements required by Regulation S-X are not required under the related instructions, or are inapplicable, and therefore have been omittedN/A
*The page numbers indicated refer to pages of the registrant’s Annual Report to Shareholders for the fiscal year ended December 31, 2005, which are incorporated herein by reference.

20

(3) Exhibits:
Exhibit  
Number
  
3.1 Articles of Incorporation, as amended as of April 27, 1999, and incorporated herein by reference to Exhibit 3 to the Form 10-Q for the quarter ended June 30, 1999. File No. 000-12379.
   
3.2 Amended and Restated Regulations, as amended as of April 22, 2003, and incorporated herein by reference to Exhibit 3.2 to the Form10-Q for the quarter ended June 30, 2003. File No. 000-12379.
   
4.1 Rights Agreement between First Financial Bancorp and First National Bank of Southwestern Ohio dated as of November 23, 1993, and incorporated herein by reference to Exhibit 4 to the Form 10-K for year ended December 31, 1998. File No. 000-12379.
   
4.2 First Amendment to Rights Agreement dated as of May 1, 1998, and incorporated herein by reference to Exhibit 4.1 to the Form 10-Q for the quarter ended March 31, 1998. File No. 000-12379.
   
4.3 Second Amendment to Rights Agreement dated as of December 5, 2003, and incorporated herein by reference to Exhibit 4.1 to Bancorp’sFirst Financial’s Form 8-K filed on December 5, 2003. File No. 000-12379.
   
4.4 No instruments defining the rights of holders of long-term debt of BancorpFirst Financial are filed herewith. Pursuant to (b)(4)(iii) of Item 601 of Regulation S-K, BancorpFirst Financial agrees to furnish a copy of any such agreements to the Securities and Exchange Commission upon request.
   
10.1 Agreement between Mark W. Immelt and First Financial Bancorp. dated August 4, 2000, and incorporated herein by reference to Exhibit 10.3 to the Form10-Q for the quarter ended September 30, 2000. File No. 000-12379.
   
10.2 Amendment to Employment Agreement between Mark W. Immelt and First Financial Bancorp. dated May 20, 2003, and incorporated herein by reference to Exhibit 10.4 to the Form 10-Q for the quarter ended June 30, 2003. File No. 000-12379.
   
10.3 Agreement between James C. Hall and First Financial Bancorp. dated June 21, 2001, and incorporated herein by reference to Exhibit 10.5 to the Form 10-K for the year ended December 31, 2001. File No. 000-12379.
   
10.4 Amendment to Employment Agreement between James C. Hall and First Financial Bancorp. dated May 13, 2003, and incorporated herein by reference to Exhibit 10.3 to the Form 10-Q for the quarter ended June 30, 2003. File No. 000-12379.

F-15

21
   
Exhibit  
Number
  
10.5 Agreement between Charles D. Lefferson and First Financial Bancorp. dated August 4, 2000, and incorporated herein by reference to Exhibit 10.5 to the Form 10-K for the year ended December 31, 2002. File No. 000-12379.
   
10.6 Amendment to Employment Agreement between Charles D. Lefferson and First Financial Bancorp. dated May 23, 2003, and incorporated herein by reference to Exhibit 10.5 to the Form 10-Q for the quarter ended June 30, 2003. File No. 000-12379.
   
10.7 Agreement between C. Thomas Murrell, III and First Financial Bancorp. dated April 30, 2003, and incorporated herein by reference to Exhibit 10.6 to the Form 10-Q for the quarter ended June 30, 2003. File No. 000-12379.
   
10.8 First Financial Bancorp. 1991 Stock Incentive Plan, dated September 24, 1991, and incorporated herein by reference to a Registration Statement on Form S-8, Registration No. 33-46819.
   
10.9 First Financial Bancorp. Dividend Reinvestment and Share Purchase Plan, dated April 24, 1997, and incorporated herein by reference to a Registration Statement on Form S-3, Registration No. 333-25745.
   
10.10 First Financial Bancorp. 1999 Stock OptionIncentive Plan for Officers and Employees, dated April 27, 1999, and incorporated herein by reference to a Registration Statement on Form S-8, Registration No. 333-86781.
   
10.11 First Financial Bancorp. 1999 Stock IncentiveOption Plan for Non-Employee Directors, dated April 27, 1999 and amended on April 26, 2005, and incorporated herein by reference to a Registration Statement onExhibit 10.11 to the Form S-8, Registration10-Q for the quarter ended March 31, 2005. File No. 333-86781.000-12379.
   
10.12 First Financial Bancorp. Director Fee Stock Plan amended and restated effective as of February 27, 2001April 20, 2004, and incorporated herein by reference to Exhibit 10.1010.12 to the Form10-KForm10-Q for the yearquarter ended December 31, 2000.June 30, 2004. File No. 000-12379.
   
10.13 Form of Executive Supplemental Retirement Agreement, incorporated herein by reference to Exhibit 10.11 to the Form 10-K for the year ended December 31, 2002. File No. 000-12379.
   
10.14 Form of Endorsement Method Split Dollar Agreement, incorporated herein by reference to Exhibit 10.12 to the Form 10-K for the year ended December 31, 2002. File No. 000-12379.
   
10.15 First Financial Bancorp. Deferred Compensation Plan, effective June 1, 2003, and incorporated herein by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended June 30, 2003. File No. 000-12379.

F-16

22
   
Exhibit  
Number
  
10.16 Separation Agreement between Claude E. Davis and Release between First Financial Bancorp. dated September 21, 2004, and Stanley N. Pontiusincorporated herein by reference to Exhibit 99.1 to First Financial’s Form 8-K filed on September 24, 2004. File No. 000-12379.
10.17Form of Stock Option Agreement for Incentive Stock Options, incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed on January 27, 2005. File No. 000-12379.
10.18Form of Stock Option Agreement for Nonqualified Stock Options, incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on January 27, 2005. File No. 000-12379.
10.19Form of First Financial Bancorp. 1999 Stock Incentive Plan for Officers and Employees Agreement for Restricted Stock Award, incorporated herein by reference to Exhibit 10.3 to the Form 8-K filed on January 27, 2005. File No. 000-12379.
10.20Terms of First Financial Bancorp. Performance Incentive Compensation Plan, incorporated herein by reference to the Form 8-K filed on January 27, 2005. File No. 000-12379.
10.21Renewal Employment Agreement between Rex A. Hockemeyer and First Financial Bancorp. dated October 15,1, 2003, and incorporated herein by reference to Exhibit 99.210.21 to Bancorp’sthe Form 8-K filed on October 16, 2003.10-K for the year ended December 31, 2004. File No. 000-12379.
   
10.22Separation Agreement, Waiver of and Release of All Claims and Covenant Not to Sue between James C. Hall and First Financial Bancorp. dated December 9, 2004, and incorporated herein by reference to Exhibit 10.22 to the Form 10-K for the year ended December 31, 2004. File No. 000-12379.
10.23First Financial Bancorp. Schedule of Directors’ Fees and incorporated by reference to Exhibit 10.1 to the Form 8-K filed on November 9, 2005. File No. 000-12379.
10.24Form of Stock Option Agreement for Incentive Stock Options and incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed on April 22, 2005. File No. 000-12379.
10.25Form of Stock Option Agreement for Non-Qualified Stock Options and incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed on April 22, 2005. File No. 000-12379.
10.26Form of Stock Option Agreement for Restricted Stock Awards and incorporated herein by reference to Exhibit 10.3 to the Form 8-K filed on April 22, 2005. File No. 000-12379.

23

Exhibit
Number
10.27Severance Agreement and Release between C. Thomas Murrell and First Financial Bancorp. dated December 4, 2005.
10.28Severance Agreement and Release between Rex. A. Hockemeyer and First Financial Bancorp. dated January 28,2006.
13 Registrant’s annual report to shareholders for the year ended December 31, 2003.2004.
   
14 First Financial Bancorp. Code of Business Conduct and Ethics.
   
21 First Financial Bancorp. Subsidiaries.
   
23 Consent of Ernst & Young LLP, Independent Auditors.Registered Public Accounting Firm.
   
31.1 Certification by Interim Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2 Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1 Certification of Periodic Financial Report by Interim Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2 Certification of Periodic Financial Report by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The Company will furnish, without charge, to a security holder upon request a copy of the documents, portions of which are incorporated by reference (Annual Report to Shareholders and Proxy Statement), and will furnish any other Exhibit upon payment of reproductions costs.

(b)Reports on Form 8-K:
  On October 16, 2003,The Company will furnish, without charge, to a Form 8-K was filed announcing that the registrant and Stanley N. Pontius, the registrant’s former president and chief executive officer, had entered intosecurity holder upon request a Separation Agreement and Release dated October 15, 2003.
On October 20, 2003, a Form 8-K was filed reporting the issuancecopy of the earnings press release for the third quarterdocuments, portions of 2003, which included the resultsare incorporated by reference (Annual Report to Shareholders and Proxy Statement), and will furnish any other Exhibit upon payment of operations and financial condition for that period.
On November 17, 2003, a Form 8-K dated September 2, 2003, was filed regarding the notice to directors and Section16 Executive Officers that regarding the temporary suspension of trading related to a blackout period under the registrant’s employee benefit plan had begun.reproductions costs.

F-1724

On December 5, 2003, a Form 8-K was filed reporting the second amendment to the Registrant’s Rights Agreement dated as of November 23, 1993 extending the term of the rights set forth in the Agreement for an additional five years, so that the rights shall now expire at the close of business on December 6, 2008.
On December 30, 2003, a Form 8-K was filed reporting the issuance of a Press Release that provided an update on completed initiatives, fourth quarter earnings, and the search for a new president and chief executive officer.

F-18

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FIRST FINANCIAL BANCORP.

   
FIRST FINANCIAL BANCORP.
By:/s/ Bruce  /s/ Claude E. Leep
Davis
Bruce E. Leep, Director
Interim Claude E. Davis, Director
President and& Chief Executive Officer
Date 3/13/06

Date 2/24/04

Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
  /s/ Claude E. Davis  /s/ J. Franklin Hall
Claude E. Davis, DirectorJ. Franklin Hall, Senior Vice
President & Chief Executive OfficerPresident & Chief Financial Officer
Date 3/13/06Date 3/13/06
   
  /s/ Bruce E. Leep  /s/ C. Douglas Lefferson
 
  /s/ Elizabeth E. Fontaine
 
Bruce E. Leep, Director
Interim President and Chief Executive Officer		 C. Douglas Lefferson, SeniorElizabeth E. Fontaine, Vice
President, and Chief Financial Officer
Chairman of the Board& Controller (Principal Accounting
Officer)
   
Date 2/24/043/13/06 Date 2/24/04
3/13/06
  
  /s/ J. Franklin Hall  /s/ Steven Posey
J. Franklin Hall, Vice President and ControllerSteven Posey
(Principal Accounting Officer)
Date 2/24/04Date 2/24/04
  /s/ Barry J. Porter  /s/ Carl R. Fiora
Barry J. PorterCarl R. Fiora
Date 2/24/04Date 2/24/04
   
  /s/ Donald M. Cisle  /s/ Corinne R. Finnerty
 
  /s/ Richard E. Olszewski
 
Donald M. Cisle, Director Corinne R. FinnertyRichard E. Olszewski, Director
   
Date 2/24/043/13/06 Date 2/24/043/13/06
 
  /s/ Corinne R. Finnerty  /s/ Barry S. Porter
Corinne R. Finnerty, DirectorBarry S. Porter, Director
Date 3/13/06Date 3/13/06

F-1924

SIGNATURES (CONT’D)

  /s/ Dr. James C. Garland  /s/ Steven C. Posey
Dr. James C. Garland, DirectorSteven C. Posey, Director
Date 3/13/06Date 3/13/06
  /s/ Murph Knapke  /s/ Susan L. Purkrabek-Knust
Murph Knapke, DirectorSusan L. Purkrabek-Knust, Director
Date 3/13/06Date 3/13/06
 
  /s/ Murph Knapke
William J. Kramer
William J. Kramer, Director
Murph Knapke
 
Date 2/24/04
 
  /s/ Steven S. Marcum
Steven S. Marcum
Date 3/13/06
 
Date 2/24/04
  /s/ James C. Garland
James C. Garland
Date 2/24/04