SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(A)
of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant |X|

Filed by a Party other than the Registrant | |

First Financial Bancorp
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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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| | Fee paid previously with preliminary materials.

| | Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:

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FIRST FINANCIAL BANCORP

701 South Ham Lane

Lodi, California 95242

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON

APRIL 23, 2002

TO EACH SHAREHOLDER OF
FIRST FINANCIAL BANCORP:

You are invited to attend the Annual Meeting of Shareholders of First
Financial Bancorp, a California corporation (the "Company"), which will be held
at the Company's executive offices, 701 South Ham Lane, Lodi, California 95242,
on Tuesday, April 23, 2002, at 5:30 p.m., Pacific Daylight Time, for the
following purposes:

1. To elect a Board of nine directors to serve until the next annual meeting
of shareholders or until their successors are elected and qualified. The
names of the nominees to be presented for election are set forth in the
accompanying Proxy Statement.

2. To transact such other business as may properly be brought before the
meeting or any adjournment or postponement thereof.

Section 2.05 of the Bylaws of the Company, as amended, provides as follows:

"Nominations for election to the Board of Directors may be made by the
Board of Directors or by any shareholder entitled to vote for the
election of directors. Nominations, other than those made by the Board
of Directors, shall be made in writing and shall be delivered or
mailed, with first-class United States mail postage prepaid, to the
Secretary not less than 20 days nor more than 50 days prior to any
meeting of shareholders called for the election of directors;
provided, however, that if less than 25 days' notice of the meeting is
given to the shareholders, such nomination shall be mailed or
delivered to the Secretary not later than the close of business on the
seventh day following the day on which the notice of the meeting was
mailed. Shareholder nominations shall contain the following
information: (a) the name, age, business address and, if known,
residence address of each proposed nominee; (b) the principal
occupation or employment of each proposed nominee; (c) the total
number of shares of capital stock of the Corporation that are
beneficially owned by each proposed nominee and by the nominating
shareholder; (d) the name and residence address of the notifying
shareholder; and (e) any other information the Corporation must
disclose regarding director nominees in the Corporation's proxy
solicitation. Nominations not made in accordance with this Section may
be disregarded by the Chairman of the meeting, and if the Chairman so
instructs, the inspectors of election may disregard all votes cast for
each such nominee."

Only shareholders of record at the close of business on March 1, 2002, are
entitled to notice of, and to vote at, the meeting. In order to ensure your
representation, please complete, sign and date the enclosed proxy as promptly as
possible and return it in the enclosed envelope. If you attend the meeting and
wish to vote in person, your proxy will not be used.

By Order of the Board of Directors,

Leon Zimmerman
President and Chief Executive Officer

Lodi, California
March 25, 2002

FIRST FINANCIAL BANCORP

701 South Ham Lane

Lodi, California 95242

PROXY STATEMENT

MARCH 25, 2002

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Financial Bancorp, a California
corporation (the "Company"), for the annual meeting of shareholders of the
Company, to be held on Tuesday, April 23, 2002, at 5:30 p.m., Pacific Time, at
the Company's executive offices, 701 South Ham Lane, Lodi, California 95242, and
any adjournment or postponement thereof (the "Annual Meeting"). The purposes of
the meeting are set forth in the Notice of Annual Meeting of Shareholders to
which this Proxy Statement is attached. The Company anticipates mailing this
Proxy Statement and form of proxy to its shareholders on or about March 25,
2002.

The cost of this solicitation will be paid by the Company. The solicitation
of proxies will be made primarily by use of the mails. In addition, directors,
officers and regular employees of the Company may make solicitations by
telephone, facsimile or personal interviews, and may request banks, brokers,
fiduciaries and other persons holding stock in their names, or in the names of
their nominees, to forward proxies and proxy materials to their principals and
obtain authorization for the execution and return of such proxies to management.
The Company will reimburse such banks, brokers and fiduciaries for their
out-of-pocket expenses incurred in connection therewith.

A proxy for use at the Annual Meeting is enclosed. Any proxy given may be
revoked by a shareholder at any time before it is exercised by filing with the
Secretary of the Company a notice in writing revoking it or by duly executing a
proxy bearing a later date. Proxies may also be revoked by any shareholder
present at the Annual Meeting who expresses a desire to vote such shares in
person. Subject to such revocation, all proxies duly executed and received prior
to or at the time of the Annual Meeting will be voted in accordance with the
instructions on the proxy. If no specification is made, proxies will be voted in
the election of directors "FOR" the nominees of the Board of Directors, and, at
the proxyholders' discretion, on such other matters, if any, which may properly
come before the meeting (including any proposal to postpone or adjourn the
meeting).

OUTSTANDING SHARES AND VOTING RIGHTS

There were issued and outstanding 1,624,419 shares of the Company's common
stock, no par value (the "Common Stock"), on March 1, 2002, which has been set
as the record date (the "Record Date") for the purpose of determining the
shareholders entitled to notice of, and to vote at, the Annual Meeting.

The presence in person or by proxy of a majority of the shares entitled to
vote is necessary to constitute a quorum at the Annual Meeting. Abstentions and
broker non-votes will be counted for purposes of determining the presence or
absence of a quorum. "Broker non-votes" are shares held by brokers or nominees
who are present in person or represented by proxy, but which are not voted on a
particular matter because under applicable rules the broker cannot vote on the
matter in the absence of instructions from the beneficial owner. The effect of
abstentions and broker non-votes on the calculation of the required vote on
specific proposals to be brought before the Annual Meeting is discussed under
each proposal, where applicable.

On any matter submitted to a shareholder vote, each holder of Common Stock
will be entitled to one vote, in person or by proxy, for each share of stock
outstanding in the holder's name on the books of the Company as of the Record
Date. For the election of directors, each shareholder has cumulative voting
rights. Cumulative voting rights entitle each shareholder to cast that number of
votes which equals the number of shares held by such shareholder, multiplied by
the number of directors to be elected. Each shareholder may cast all his or her
votes for a single candidate or may distribute his or her votes among any or all
of the candidates as he or she chooses. In order for a shareholder to cumulate
votes, the nominee's name must be placed in nomination prior to the voting and
the shareholder desiring to cumulate votes must give notice at the Annual
Meeting prior to the voting of the shareholder's intention to cumulate

votes. If any shareholder has given such notice, all shareholders may cumulate
their votes. The proxy holders are given discretionary authority under the terms
of the proxy to cumulate votes with respect to shares for which they hold a
proxy.

PRINCIPAL SHAREHOLDERS

As of March 1, 2002, no individual known to the Company owned beneficially
or of record more than five percent (5%) of the outstanding shares of its Common
Stock, except as described below:

Title or Name and Address of Number of Shares Percentage
Class Principal Owner Beneficially Owned Owned
- ----- --------------- ------------------ -----

Common Weldon D. Schumacher 131,906 (1) 8.12%
Stock 1303 Rivergate Drive
Lodi, CA 95240

Common Raymond H. Coldani 97,604 (2) 6.01%
Stock 13199 N. Ray Road
Lodi, CA 95242

Common Leon J. Zimmerman 120,641 (3) 7.16%
Stock 701 S. Ham Lane
Lodi, CA 95242

Common Bank of Lodi, Employee 167,003 (4) 10.28%
Stock Stock Ownership Plan (ESOP)
701 South Ham Lane
Lodi, CA 95242

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(1) Includes 12,181 shares held solely by Dr. Schumacher, 3,412 shares owned by
Dr. Schumacher's wife, and 116,313 shares held in trust by Dr. Schumacher
and his wife.

(2) Includes 18,599 shares owned by Mr. Coldani's wife, 19,912 shares owned
solely by Mr. Coldani, and 59,093 shares held as joint tenants with spouse.

(3) Includes 8,739 shares owned by Mr. Zimmerman's wife, 13,345 shares held
solely by Mr. Zimmerman, 26,521 shares held in trust by Mr. Zimmerman and
his wife, 12,475 shares owned in the Bank of Lodi Employee Stock Ownership
Plan and First Financial Bancorp 401k Profit Sharing Plan, and 59,561
shares subject to options that are exercisable as of March 1, 2002, or
become exercisable within 60 days thereafter.

(4) Shares of Common Stock beneficially owned by the ESOP are allocated on an
annual basis among ESOP participants. The Board of Directors of the Company
has authority to appoint Trustees of the ESOP. The Trustees possess
authority to manage all of the assets of the ESOP. As of the Record Date,
Messrs. Ben Goehring, Angelo Anagnos and Steve Coldani served as Trustees
and Administrative Committee members of the ESOP.

PROPOSAL NO. 1

ELECTION OF DIRECTORS OF THE COMPANY

The Bylaws provide that the Company's Board of Directors shall consist of
not less than eight nor more than fifteen directors, the exact number to be
determined by the Board from time to time. The authorized number of directors to
be elected at the Annual Meeting is nine. The term of office for each director
extends until the next annual meeting and until his or her successor, as set by
the Board, is elected and qualified.

Shares represented by properly executed proxies will be voted, if authority
to do so is not withheld, for the election of the nine nominees named below,
subject to the proxyholders' discretionary power to cumulate votes. Votes
withheld and broker non-votes as to one or more or all nominees have no legal
effect, although such votes will be counted as shares that are present for
purposes of determining the presence of a quorum. The nine nominees receiving
the highest number of affirmative votes of the shares entitled to be voted for
them shall be elected as directors. Instructions on the proxy to withhold
authority to vote for one or more of the nominees will result in such nominees
receiving fewer affirmative votes. If any of the Board of Directors' nominees is
unable or declines to serve as a director at the time of the Annual Meeting, the
proxy will be voted for any nominee who shall be designated by the present Board
of Directors to fill the vacancy.

The following table sets forth certain information with respect to those
persons nominated by the Board of Directors of the Company for election as
directors, as well as all directors and executive officers as a group. All of
the shares shown in the following table are owned both of record and
beneficially except as indicated in the notes to the table. There is no family
relationship between any of the directors or executive officers. The Company has
only one class of shares, Common Stock, outstanding.

Common Stock Beneficially
Owned as of March 1, 2002
-------------------------
Number of
Name Age Position with Company Shares Percent
- ---- --- --------------------- ------ -------

Incumbent Nominees:

Benjamin R. Goehring (a,b,c,d) 70 Chairman of the Board 42,612(1) 2.61%
of Directors

Weldon D. Schumacher (a,b) 66 Vice Chairman of the 131,906(2) 8.12%
Board of Directors

Angelo J. Anagnos (b,c,d) 67 Director 32,928(3) 2.02%

Steven M. Coldani (c,d) 48 Director 59,251(4) 3.64%

Robert H. Miller III (b) 57 Director 2,686(5) 0.17%

David M. Philipp (b) 39 Director 45,630(6) 2.80%

Kevin Van Steenberge (c,d) 44 Director 5,448(7) 0.33%

Leon J. Zimmerman (a,c,d) 59 Director, President and 119,248(8) 7.08%
Chief Executive Officer

Robert H. Daneke (d) 48 Director, Executive 22,219(9) 1.36%
Vice President and
Chief Credit Officer

All directors and executive officers 505,9438(10) 28.75%
as a group (11 persons)

- -------------------------------

(a) Member of the Executive Committee
(b) Member of the Audit Committee and the Compensation and Stock Option
Committee
(c) Member of the Loan and Investment Committee
(d) Member of the Marketing Committee

- -------------------------------

(1) Includes 12,783 shares owned by Mr. Goehring's wife, 21,540 shares owned
solely by Mr. Goehring, 1,044 shares owned by Mr. Goehring in joint tenancy
with his children, and 7,245 shares subject to options that are exercisable
as of March 1, 2002 or become exercisable within 60 days thereafter.

(2) Includes 3,412 shares owned by Dr. Schumacher's wife, 116,313 shares held
in trust by Dr. Schumacher and his wife, and 12,181 shares owned solely by
Dr. Schumacher.

(3) Includes 25,387 shares held in family trust by Mr. Anagnos and his wife,
296 shares held as custodian for minor grandchildren, and 7,245 shares
subject to options that are exercisable as of March 1, 2002 or become
exercisable within 60 days thereafter.

(4) Includes 35,677 shares owned solely by Mr. Coldani, 7,244 shares held as
community property or joint tenants by Mr. Coldani and his wife, 4,569
shares held as custodian for minor children, 6,562 shares held jointly with
his son, and 5,199 shares subject to options that are exercisable as of
March 1, 2002 or become exercisable within 60 days thereafter.

(5) Includes 686 shares owned in joint tenancy with spouse, and 2,000 shares
subject to options that are exercisable as of March 1, 2002, or become
exercisable within 60 days thereafter.

(6) Includes 1,300 shares owned by Mr. Philipp's wife, 110 shares held as
custodian for minor children, 36,008 shares are owned solely by Mr.
Philipp, 3,013 shares are owned in the Bank of Lodi Employee Stock
Ownership Plan, and 3,013 shares subject to options that are exercisable as
of March 1, 2002 or become exercisable within 60 days thereafter.

(7) Includes 298 shares owned jointly with Lori Van Steenberge, 3,150 held in
trust by Mr. Van Steenberge and his wife, and 2,000 shares subject to
options that are exercisable as of March 1, 2002, or become exercisable
within 60 days thereafter.

(8) Includes 8,739 shares owned by Mr. Zimmerman's wife, 26,521 shares held in
trust by Mr. Zimmerman and his wife, 13,345 shares held solely by Mr.
Zimmerman, 11,082 shares owned in the Bank of Lodi Employee Stock Ownership
Plan and First Financial Bancorp 401k Profit Sharing Plan, and 59,561
shares subject to options that are exercisable as of March 1, 2002, or
become exercisable within 60 days thereafter.

(9) Includes 656 shares held in joint tenancy with spouse; 6,827 owned solely
by Mr. Daneke, 1,595 shares are owned in the Bank of Lodi Employee Stock
Ownership Plan and First Financial Bancorp 401k Profit Sharing Plan; and
13,141 shares subject to options that are exercisable as of March 1, 2002,
or become exercisable within 60 days thereafter.

(10) Officers included in this total are the President and Chief Executive
Officer; the Executive Vice President and Chief Credit Officer; Senior Vice
President and Chief Financial Officer; and the Senior Vice President and
Operations Administrator--in each case of the Company and the Bank. Shares
include 135,259 shares subject to options that are exercisable as of March
1, 2002 or become exercisable within 60 days thereafter.

The following is a brief description of the business experience of each
nominee.

BENJAMIN R. GOEHRING was appointed Chairman of the Board of Directors of
the Bank in February 1996 and Chairman of the Board of Directors of the Company
in April 1996. He is President of T&G Technologies, Inc., Chairman of the Board
of BioWaste Tech., Inc., and was formerly the President and principal
shareholder of Goehring Meat, Inc., a meat processing concern headquartered in
Lodi, California, prior to its sale to Victor Fine Foods in 1988. He holds a
Bachelor of Science degree from the University of California. He is a member of
many civic, fraternal and professional organizations, and also serves on the
board of directors for the National Meat Association, the Mokelumne River
School, and several environmental companies.

WELDON D. SCHUMACHER, M.D. was appointed Vice Chairman of the Board of the
Bank and the Company in April 1996. Dr. Schumacher has been engaged in the
private practice of medicine in Lodi, California, since 1968. He holds a
Bachelor of Arts degree from Loma Linda University, Loma Linda, California, and
a Doctor of Medicine degree from Loma Linda University School of Medicine. Dr.
Schumacher is active in a number of civic and professional organizations,
including the San Joaquin County Medical Society, California Medical
Association, American Medical Association, American Academy of Family Physicians
and the Lodi District Chamber of Commerce.

ANGELO J. ANAGNOS is an active investor and an owner/manager of various
real estate holdings. He owned Sunwest Liquors and Delicatessen in Lodi,
California from 1983 to 1998. He was also the previous owner of Payless Market
and Liquors in Lodi, California from 1957 to 1983. Mr. Anagnos is a member of a
number of fraternal and professional organizations including Lodi Elks Club,
Lodi Eagles, Order of Ahepa, and the Lodi Hellenic Society.

STEVEN M. COLDANI is a real estate broker and farmer. He is President of
Coldani Realty Inc. in Lodi, California and co-owner of Graeagle Associates,
Realtors in Graeagle, California. He holds a Bachelor of Science degree from the
University of the Pacific School of Business. He is a director of Lodi Memorial
Hospital Foundation, Inc., a member of the Lodi and Plumas County Boards of
Realtors, San Joaquin County Farm Bureau, and the California Asparagus
Commission. Mr. Coldani is also a past president of the Lodi Board of Realtors
and a past director of the California Association of Realtors.

ROBERT H. MILLER, III retired in 1997 from IBM Corporation after 31 years
where he served in management positions. Since that time, he has done consulting
and was employed by International Business Systems at their U.S. Headquarters
location in Folsom. Mr. Miller graduated from Golden Gate University with a
Bachelor of Business Administration degree. He served in the United States Air
Force Reserves from 1966 through 1972. Mr. Miller is on the Board of Directors
for the Folsom Economic Development Corporation (FEDCorp) and is a member of the
Folsom Chamber of Commerce, Folsom Historical Society, California State Railroad
Museum, Folsom-El-Dorado-Sacramento Historical Railroad Society, plus a member
of the Rotary Club of Folsom since 1985. Mr. Miller resides in Folsom with his
wife Candy.

DAVID M. PHILIPP is the Chief Financial Officer of Mother Lode Holding
Company. Mother Lode Holding Company owns a strategic array of title and escrow,
real estate information and lender services companies throughout the United
States. Mr. Philipp is a CPA and served as the Chief Financial Officer for First
Financial Bancorp and the Bank from April 1992 to April 1999. Prior to joining
the Company and the Bank, he was the Budget Director and Financial Analyst for a
national retailer from 1990 to 1992 and he was with KPMG, LLP from 1986 to 1990.
Mr. Philipp lives with his wife and two sons in El Dorado Hills, California.

KEVIN VAN STEENBERGE has worked for Lodi Iron Works since 1979 and has
served as President since December 1999. Mr. Van Steenberge holds a Bachelor of
Associates degree in Economics from the University of Southern California. He is
a member of the American Foundrymen's Society, Steel Founders Association and
California Cast Metals Association. He currently serves as a member of the Board
of Directors of Metal Casting Stormwater Monitoring Group and the Micke Grove
Zoological Society. Mr. Van Steenberge resides in Lodi with his wife Lori and
two daughters.

LEON J. ZIMMERMAN joined the Company in April 1990. He was promoted from
Executive Vice President and Chief Credit Officer of Bank of Lodi to President
and CEO in August of 1994. Mr. Zimmerman became President and CEO of the Company
effective August 1995. He lives in Lodi with his wife and has resided and worked
in the San Joaquin/Sacramento Valley since 1960, serving in various banking
capacities since 1962. Mr. Zimmerman serves on many community boards and
committees, including the Lodi Police Chaplaincy Association, San Joaquin County
Education Foundation, Chamber of Commerce -Agribusiness Committee and LEED -
Sacramento Steering Committee. He is a member of Lodi Rotary Club, Sutter Club -
Sacramento, World Trade Club - San Francisco, Independent Order of Odd Fellows,
Lodi Grape Festival and Harvest Fair and several other community groups.

ROBERT H. DANEKE joined the Company in December 1999 bringing on board 23
years of banking experience. Prior to joining the Company, Mr. Daneke was
employed at Clovis Community Bank for eight years and was promoted to Senior
Vice President/Senior Credit Officer in 1997. In addition, his career has
included: seven years with the Correspondent Bank Division of Community Bank in
Redwood City and seven years with Bank of America Corporate Banking Group. Mr.
Daneke holds a B.B.A. Degree in Finance from the University of Iowa. He is also
a graduate of Pacific Coast Banking School at the University of Washington, the
California Intermediate Banking School at the University of San Diego and the
Lodi Chamber of Commerce Leadership Lodi Program. He currently is a member of
the Lodi Chapter of Independent Order of Odd Fellows and serves on Lodi Unified
School District's Budget Advisory Committee. Mr. Daneke resides in Lodi with his
wife and two children.

Committees of the Board of Directors

In order to facilitate the handling of various functions of the Board of
Directors, the Board has appointed several standing committees, including an
Executive Committee, Audit Committee, Loan and Investment Committee, Marketing
Committee and a Compensation and Stock Option Committee. The Board of Directors
of the Bank has similar committees. Membership of these committees is the same
for the Company and the Bank. The members of such committees are set forth above
in the table under "ELECTION OF DIRECTORS OF THE COMPANY."

The Board of Directors has not established a nominating committee or
similar committee. The Board of Directors has approved the nominees listed above
as candidates for election as directors. Nominees for election to the Board of
Directors may also be nominated by shareholders, pursuant to the procedures set
forth in the Company's Bylaws and set forth in the Notice of Annual Meeting of
Shareholders to which this Proxy Statement is attached.

The Executive Committee meets from time to time as necessary and, while the
Board is not in session, possesses all the powers and may exercise all the
duties of the Board of Directors in the management of the business of the
Company, which may, by law, be delegated to it by the Board of Directors.

The Audit Committee is empowered to (i) meet with the independent auditors
of the Company and review the scope of the annual audit, any open questions as
to the choice of acceptable accounting principles to be applied and all other
matters relating to the auditors' relationship with the Company, (ii) advise and
assist the Board in evaluating the auditors' performance, including the scope
and adequacy of the auditors' examination, (iii) nominate, with the approval of
the Board, the firm of independent auditors to be submitted to the shareholders
of the Company for ratification at the annual meeting thereof, if such
submission is deemed desirable by the Board, (iv) review the Company's annual
financial statements and discuss such statements with the auditors prior to
their release, (v) receive and consider the auditors' comments and suggestions
as to the internal audit and control procedures, adequacy of staff and other
matters, (vi) perform such other functions and undertake such investigations
relating to the financial accounting aspects of the Company as the Board may
direct, and (vii) retain and consult with counsel or other experts as the
Committee may consider necessary or appropriate in the discharge of its duties.
The functions of the Committee are limited to the foregoing and do not include
normal management functions concerning accounting or auditing practices. The
Audit Committee met 5 times during 2001.

The Loan and Investment Committee is authorized and empowered to (i)
establish investment and loan policies, (ii) establish individual investment and
loan limits, (iii) supervise and administer the investment and loan function,
(iv) undertake such other functions as the Board may from time to time direct.
The Loan and Investment Committee met 33 times during 2001.

The Marketing Committee is empowered to oversee and guide the efforts of
the Company with respect to (i) cultivating and promoting the Company's position
within the community, (ii) the marketing of products and services, and (iii) the
discharge of responsibilities with respect to the Community Reinvestment Act.
The Marketing Committee met 5 times during 2001.

The Compensation and Stock Option Committee is authorized and empowered to
investigate and recommend to the Board (i) the compensation to be paid to
executive officers of the Company and the Bank, (ii) the amount of any bonus
under the terms of any contract of employment between the Company or the Bank
and any executive officer, (iii) employee benefit plans deemed appropriate for
the employees of the Company and the Bank, (iv) supervise the administration of
any such employee benefit plans adopted by the Company and the Bank and (v)
undertake such other investigations and perform such other functions as the
Board may from time to time direct. The Compensation and Stock Option Committee
met 1 time during 2001.

The Board of Directors of the Bank held 10 regular meetings and 1 special
meeting during 2001. The Board of Directors of the Company held 10 regular
meetings and 2 special meetings during 2001. All directors attended 75% or more
of the aggregate number of Board meetings and committee meetings on which each
director served.

Compensation of Directors

Executive officers of the Company and the Bank receive no fees for service
on the Board of Directors of the Company and the Bank or on any committees of
the Boards. During 2001, fees totaling $171,300 were paid to the Directors for
attending meetings of the Company and Bank's Board of Directors. The Chairman of
the Board received an annual retainer of $32,400, four Directors who served as
chairman of a committee received an annual retainer of $25,200, and the
remaining directors receive an annual retainer of $24,000.

The Directors have also received options to purchase shares of the
Company's Common Stock pursuant to the automatic grant features of the 1991
Director Stock Option Plan. For more information, see the discussion of the 1991
Director Stock Option Plan under "Change in Control Arrangements--1991 Stock
Option Plans" herein.

Effective April 3, 1998, the Company and the Bank established a director
emeritus program (the "Director Emeritus Program") for retired members of the
Board of Directors. Any Director who has served continuously for at least ten
years as a Director of the Company or the Bank prior to retirement is eligible
to be granted the status of "Director Emeritus" under the Director Emeritus
Program. A Director Emeritus is required to (a) represent the goodwill of the
Company and the Bank in the community, (b) promote the continued profitability
of the Company and the Bank, (c) maintain communication and meet periodically
with the President and the Chairman, (d) provide consultation in his field of
expertise, and (e) comply with the Company's policies applicable to the
activities of a Director Emeritus. A Director Emeritus does not have the status
of a Director of the Company or the Bank and is not entitled to attend or vote
at any meetings of the Board of Directors or committees of the Board of
Directors. The term of any Director Emeritus is three years. No fees or other
compensation will be paid to a Director Emeritus, although any such person with
a Director Supplemental Compensation Agreement will be eligible for annual
payments totaling $10,000 during each of the first three years of service as a
Director Emeritus (for more information regarding such payments, see the
discussion of Director Supplemental Compensation Agreements under "Supplemental
Compensation Agreements" below).

During 1998, each member of the Board of Directors became entitled to
certain fringe benefits, payable upon death, disability or retirement and upon
early termination of service as a Director due to a change in control or certain
other events other than voluntary resignation, pursuant to the terms of
individual Director Supplemental Compensation Agreements and Life Insurance
Endorsement Method Split Dollar Plan Agreements signed with the Bank. Said
Agreements were made effective as of April 3, 1998, the premium date of
single-premium life insurance policies purchased by the Bank on the lives of
certain executive officers and directors. For more information, see the
discussion of Director Supplemental Compensation Agreements under "Supplemental
Compensation Agreements" below.

The Company maintains a salary continuation plan (see "Salary Supplemental
Compensation Agreements" on page 10) for its executive officers, certain senior
officers and its directors. As of December 31, 2001, the Company's non-employee
directors were credited with $210,000 in accrued benefits under the directors'
salary continuation plan. The Company allocated $136,000 to the Salary
Continuation Plan in 2001 on behalf of its non-employee directors. Included in
that amount during 2001 is a one time adjustment totaling $119,000 relating to
certain Emeritus directors. The adjustment resulted from revisions to actuarial
assumptions used in calculating the accrued benefits.

Long Term Care Benefit

During 2001 the Bank purchased long term care insurance on behalf of all
directors and executive officers meeting specific medical qualifications and
underwriting criteria ("Participants"). The insurance provides benefits for long
term care services in the event of a disabling or long term medical or physical
condition. The services include in-home care, as well as nursing home or
community-based care. The insurance premiums are paid annually over a ten year
period. As discussed in the Supplemental Compensation Agreements section below,
the Bank has purchased single premium life insurance in connection with the
implementation of the Long Term Care Benefit plan. If a Participant ceases to be
an employee or director of the Bank for any reason other than the Participant's
retirement or a change in control of the Bank prior to the time that all
premiums due under the insurance policy have been paid, the Company's obligation
to pay the premiums shall immediately terminate and the Participant shall have
the opportunity to assume the obligation to pay the remaining premiums and to
keep the Policy in force. During 2001 the Bank recognized expense related to the
long term care insurance totaling $40,870.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth, for each of the last three fiscal years,
the compensation of Leon J. Zimmerman, President and Chief Executive Officer of
the Company and the Bank. No other executive officer of the Company or the Bank
received for the three fiscal years ended December 31, 2001 annual salary and
bonus exceeding $100,000.

Long-Term Compensation
--------------------------------
Annual Compensation Awards Payouts
- ------------------------------------------------- --------------------- -------
Restricted
Other Annual Stock LTIP All Other
Year Salary (1) Bonus Compensation (2) Award(s) Options Payouts Compensation (3)
- ---- ---------- ----- ---------------- -------- ------- ------- ----------------

Leon J. Zimmerman:
2001 $ 155,000 -- -- -- 26,000 -- $ 12,975
2000 155,000 $ 38,000 -- -- 24,000 -- 6,406
1999 147,000 4,000 -- -- -- -- 9,953

Robert H. Daneke

2001 102,600 -- -- -- 8,400 -- 11,894
2000 102,600 2,000 -- -- 8,000 -- 4,361
1999 7,384 -- -- -- 8,375 -- --

Allen R. Christenson

2001 94,000 -- -- -- 5,000 -- 10,638
2000 94,000 7,000 -- -- 5,000 -- 3,447
1999 39,166 -- -- -- 5,250 -- --

- -------------------------------

(1) Amounts shown for each year include compensation earned and received as
well as amounts earned but deferred at the officer's election.

(2) Mr. Zimmerman, Mr. Daneke, and Mr. Christenson did not receive perquisites
or other personal benefits in excess of the lesser of $50,000 or 10% of his
total annual salary and bonus during 2001, 2000 or 1999.

(3) All other compensation includes the cost of insurance premiums for the Long
Term Care Benefit (see description herein above), contributions to the Bank
of Lodi Employee Stock Ownership Plan (see description herein below) and
matching contributions to the Company's 401(k) Profit Sharing Plan. All
other compensation does not include the value of certain benefits payable
pursuant to Executive Supplemental Compensation Agreements and Life
Insurance Endorsement Method Split Dollar Plan Agreements (for more
information, see the discussion of Executive Supplemental Compensation
Agreements under "Supplemental Compensation Agreements" herein below).

Stock Options - Option Grants in the Last Fiscal Year

The following table sets forth information concerning the grant of stock
options to Leon J. Zimmerman, President and Chief Executive Officer; Robert H.
Daneke, Executive Vice President and Chief Credit Officer; and Allen R.
Christenson, Senior Vice President and Chief Financial officer of the Company
and the Bank during the calendar year ended December 31, 2001.

Number of % of Total Potential Realizable Value at
Securities Options Exercise Assumed Annual Rates of
Underlying Granted to or Base Stock Price Appreciation
Options Employees In Price Expiration for Option Term (3)
Granted (1) Fiscal Year $ /sh (2) Date 5%($) 10%($)
----------- ------------ --------- ---------- ---------- --------

Leon J. Zimmerman 26,000 46.3% $9.50 5/22/2011 $155,337 $393,654
Robert H. Daneke 8,400 15.0% 9.50 5/22/2011 50,186 127,181
Allen R. Christenson 5,000 8.9% 9.50 5/22/2011 29,872 75,703

- -------------------------------

(1) The material terms of all option grants to named officers during 2001 are
as follows: (i) all options are incentive stock options; (ii) all options
have an exercise price equal to the fair market value on the date of grant;
(iii) all options have a ten-year term and become exercisable as follows:
20% at date of issuance and 20% per year for the subsequent four years; and
(iv) all options terminate on the earlier of ten years after the date of
grant; twelve months from termination for death or disability; three months
from termination of employment for reasons other than death, disability or
cause; or thirty days following employee's receipt of notice of termination
of employment for cause.

(2) Exercise Price is determined by the average closing bid and ask prices on
the date of grant.

(3) The dollar gains under these columns result from calculations required by
the Securities and Exchange Commission's rules and are not intended to
forecast future price appreciation of the Common Stock of the Company. It
is important to note that options have value to the listed executives only
if the stock price increases above the exercise price shown in the table
during the effective option period. In order for the listed executives to
realize the potential values set forth in the 5% and 10% columns in the
table, the price per share of the Company's Common Stock would be
approximately $15.47 and $24.64, respectively on the dates(s) of exercise.

Aggregated Option Exercises in 2001 and Fiscal Year-end Option Values

The following table sets forth information pertaining to options exercised
during the last fiscal year and unexercised options as of the end of the last
fiscal year for Leon J. Zimmerman, President and Chief Executive Officer; Robert
H. Daneke, Executive Vice President and Chief Credit Officer; and Allen R.
Christenson, Senior Vice President and Chief Financial officer of the Company
and the Bank:

Number of Securities Underlying Value of Unrealized
Shares Number of Unexercised in-the-money
Acquired Value Options at FY-End Options at FY-End
on Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
----------- ------------ ----------- ------------- ----------- -------------

Leon J. Zimmerman: 8,000 $ 32,453 50,810 35,920 $ 344,180 $ 242,576
Robert H. Daneke -- -- 9,781 15,288 88,127 124,497
Allen R. Christenson -- -- 6,409 9,356 64,248 90,109

- -------------------------------

(1) Market price at exercise less exercise price

Employment Agreements

Leon J. Zimmerman, President and Chief Executive Officer of the Company and
the Bank, entered into an Employment Agreement with the Company, effective
September 30, 1998, for a one year term ending April 30, 1999, subject to
automatic extensions for additional one-year periods and also subject to certain
early termination provisions. The Agreement provides for a base salary of
$140,000 per annum, with increases effective on the 1st of January each year,
commencing with January 1, 1999, at the sole discretion of the Board of
Directors based upon a review of his performance during the previous year and
competitive factors. Such salary includes Mr. Zimmerman's service on the Board
of Directors of the Company and the Bank. The Agreement also provides that Mr.
Zimmerman shall participate in any officer bonus plan and he is entitled to the
same group insurance plans and other benefits made available to employees
generally, plus the use of an automobile. The Company may immediately terminate
the Agreement if the termination is for cause. The Company may also terminate
the Agreement without cause by giving Mr. Zimmerman thirty (30) days written
notice. In the event the Company terminates Mr. Zimmerman's employment without
cause, Mr. Zimmerman will be entitled to receive as severance compensation an
amount equal to twelve months' salary. Upon a change in control, or if Mr.
Zimmerman is terminated after a change in control or he voluntarily terminates
his employment within two years after a change in control in response to a
constructive termination, Mr. Zimmerman will be entitled to receive as severance
compensation an amount equal to two times his average annual compensation for
the two years immediately preceding the change in control. For purposes of the
Agreement, "change in control" means a change in control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or in response to any similar item on any
similar schedule or form) promulgated under the Securities Exchange Act. A
"constructive termination" is defined by the Agreement to include a material
reduction in base salary, a material change in responsibilities, or a
requirement to relocate.

The Company has employment agreements with three other executive officers,
including Robert H. Daneke and Allen R. Christenson. Except for the salaries and
service on the board of directors (Mr. Christenson does not serve on the Board
of Directors), the terms of each agreement currently in force are substantially
identical. The base salary for Mr. Daneke and Mr. Christenson are disclosed in
the Summary Compensation Table above. The term of each agreement is one year and
is extended automatically for one year each January 1 unless either party gives
written notice to the contrary. In addition to their salaries, each employee is
entitled to various fringe benefits and a discretionary bonus.

Supplemental Compensation Agreements

The Bank has entered into Salary Continuation Agreements with the executive
officers and directors. The Officer Plan provides for the payment of certain
benefits upon retirement (age 62 or older) or early retirement (prior to
attaining age 62), upon death or disability prior to retirement, or in the event
employment is terminated prior to retirement. If the employment of the executive
officer is terminated prior to the officer attaining age 62, other than by
reason of death, disability or retirement, then the entitlement of the executive
officer to the benefits specified in his agreement will depend on whether the
officer is terminated (i) without cause, or on account of or after a change in
control of the Bank, in which case the designated benefits will be payable, or
(ii) with cause, or by voluntary resignation of the officer prior to 100 percent
vesting of his benefits, in which case all rights and benefits will be
forfeited. The formula by which benefits are determined for the officers who
participate in the Plan is based on a combination of the individual's position
within the Bank, their age at the time when their retirement benefits become
fully vested, and the amount of their benefits available under the previous
plan.

The Director Plan provides for the payment of certain benefits, commencing
after the expiration of the initial three year period as Director Emeritus
following retirement from the Board of Directors of the Bank, and continuing
until the Director's death. During service as Director Emeritus, he will also be
entitled to receive certain payments during the three-year period commencing on
his retirement date from the Board of Directors. The Director Plan provides for
the payment of certain benefits in the event the Director becomes disabled while
serving on the Board of Directors of the Bank, which benefits will continue
until the Director's death, and certain other benefits in the event the service
of the Director is terminated, other than by reason of death, disability or
retirement, prior to age 65, which benefits depend on whether his service is
terminated (i) without cause, or on account of or after a change in control of
the Bank, in which case the designated benefits will be payable, or (ii) with
cause, or by voluntary resignation of the Director prior to 100 percent vesting
of his benefits, in which case all rights and benefits will be forfeited. All
current directors are fully vested in these benefits.

The benefits are defined in each Director agreement. Upon a Director's
retirement, and assuming that he serves as a Director Emeritus, the Bank will
pay to the Director the sum of $10,000 per year for the first three years of
such service. In any event, commencing on the third anniversary of the
Director's retirement, the Bank will pay to the Director the sum of $10,000 per
year, continuing until the Director's death.

The Bank has purchased single premium life insurance on the lives of the
executive officers and certain directors who participate in the Plan
($12,690,000, $10,032,000 and $8,674,000 at December 31, 2001, 2000 and 1999,
respectively). The policies provide protection against the adverse financial
effects from the death of an executive officer or director and provide income to
offset expenses associated with the Salary Continuation Agreements and the Long
Term Care Benefit (discussed above). The Bank's total accrued pension obligation
was $948,000, $456,000 and $169,000 as of December 31, 2001, 2000 and 1999,
respectively. The Bank also entered into a Life Insurance Endorsement Method
Split Dollar Plan Agreement with the executive officers and directors in order
to provide for the division of death proceeds of such policies as between the
Bank and the designated beneficiary(ies).

Transactions with Management

During 2001, certain directors and officers of the Company and the Bank had
loans outstanding with the Bank. Such loans were made in the ordinary course of
business on substantially the same terms, including interest rate and
collateral, as those prevailing at the time for comparable transactions with
other persons, and did not involve more than the normal risk of collectibility
or present other unfavorable features.

There are no existing or proposed material interests or transactions
between the Company and any of its executive officers or directors.

Change in Control Arrangements

Employment Contract. If an executive officer is terminated after a change
in control or he voluntarily terminates his employment within two years after a
change in control in response to a constructive termination, the officer will be
entitled to receive as severance compensation an amount equal to two times his
average annual compensation for the two years immediately preceding the change
in control. For purposes of the Agreement, "change in control" means a change in
control of the Company of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any
similar item on any similar schedule or form) promulgated under the Securities
Exchange Act. A "constructive termination" is defined by the Agreement to
include a material reduction in base salary, a material change in
responsibilities, or a requirement to relocate.

1991 Stock Option Plans. On February 19, 1991, the Board of Directors
adopted (i) the First Financial Bancorp 1991 Employee Stock Option Plan (the
"Employee Stock Option Plan"), under which officers and key full-time salaried
employees of the Company and its subsidiaries may be granted options to purchase
shares of the Company's Common Stock; and (ii) the First Financial Bancorp 1991
Director Stock Option Plan (the "Director Stock Option Plan"), under which
members of the Board of Directors are granted options to purchase shares of the
Company's Common Stock. At the 1991 Annual Meeting, the shareholders approved
the adoption of the Employee Stock Option Plan and the Director Stock Option
Plan (collectively referred to as the "1991 Stock Option Plans"). The 1991 Stock
Option Plans are intended to further the growth, development and financial
success of the Company and its subsidiaries by providing additional incentives
to members of the Board of Directors, officers and key employees, and by
assisting them in acquiring shares of the Company's Common Stock, which will
allow them to benefit directly from the Company's growth, development and
financial success. The Director Stock Option Plan was amended at the 1995 annual
meeting of shareholders in respect of the timing of option grants. Section 5(a)
of the Director Stock Option Plan, as amended, provides that, on May 1, 1995,
each person who is an eligible Board member and who has continuously served on
the Board since June 18, 1991, shall be granted an option to purchase 3,150
shares of Common Stock. Accordingly, on May 1, 1995, each of the Directors of
the Company (including three of the nominees described in this Proxy Statement)
was granted a nonstatutory option for 3,150 shares of Common Stock.

The Board of Directors of the Company adopted a new, 1997 Stock Option Plan
and the shareholders approved such Plan at the annual meeting held on April 22,
1997. No additional option grants will be made under the 1991 Stock Option Plans
after such date. Such discontinuance will not adversely affect any stock option
previously granted and outstanding under the 1991 Stock Option Plans.

1997 Stock Option Plan. On March 20, 1997, the Board of Directors adopted
the First Financial Bancorp 1997 Stock Option Plan (the "1997 Stock Option
Plan"), under which directors, officers and key full-time salaried employees of
the Company and its subsidiaries and any consultant to the Company and its
subsidiaries who is not a member of the Board of Directors may be granted
options to purchase shares of the Company's Common Stock. At the 1997 Annual
Meeting, the shareholders approved the adoption of the 1997 Stock Option Plan.
The 1997 Stock Option Plan is intended to further the growth, development and
financial success of the Company and its subsidiaries by providing additional
incentives to members of the Board of Directors, officers and key employees and
consultants.

Change in Control. In the event of a sale, dissolution or liquidation of
the Company or a merger or consolidation in which the Company is not the
surviving or resulting corporation, the Board has the power to cause the
termination of options which are then outstanding under the Company's 1991 Stock
Option Plans if the surviving or resulting corporation does not agree to assume
all outstanding options under such plans; provided, however that in such event
the optionees shall have the right prior to such sale, liquidation, dissolution,
merger or consolidation to notification thereof as soon as practicable and,
thereafter until three days prior to the effectiveness of such sale,
dissolution, liquidation, merger or consolidation, to exercise the option
without regard to the vesting provisions. This right is conditioned upon the
execution of a definitive agreement of merger or consolidation or final plan of
sale, liquidation, or dissolution. Under the 1997 Stock Option Plan, in the
event of a change in control of the Company, the outstanding options will be
subject to the terms of the agreement of merger or reorganization. Such an
agreement may provide for the assumption of outstanding options, for payment of
a cash settlement or for acceleration of exercisability, in all cases without
the consent of the optionees.

Employee Stock Ownership Plan

Effective January 1, 1992, the Company and the Bank established the Bank of
Lodi Employee Stock Ownership Plan. The plan covers all employees, age 21 or
older, beginning with the first plan year in which the employee completes at
least 1,000 hours of service. The Bank's annual contributions to the plan are
made in cash and are at the discretion of the Board of Directors based upon a
review of the Company's consolidated profitability. Contributions to the plan
are invested primarily in the common stock of the Company and are allocated to
participants on the basis of salary in the year of allocation. Benefits become
20% vested after the third year of credited service, with an additional 20%
vesting each year thereafter until 100% vested after seven years. The amount of
contributions for the benefit of Mr. Zimmerman, Mr. Daneke and Mr. Christenson
is included in the Summary Cash Compensation table in the column entitled "All
Other Compensation."

Profit Sharing Plan

Effective January 1, 1997, the Company established the First Financial
Bancorp 401(k) Profit Sharing Plan. The plan covers all employees, age 18 or
older, beginning with the first plan year in which the employee completes at
least 1,000 hours of service. The plan is intended to supplement income upon
retirement; the actual retirement benefit for each employee will depend on the
amount in the employee's plan account balance at the time of retirement. For
each plan year, participating employees may elect to have a portion of their
compensation contributed to the plan, and the Company or the Bank may, at its
discretion, make matching or other contributions. Company and Bank contributions
to the plan for the benefit of employees become 20% vested after the second year
of service, with an additional 20% vesting each year thereafter until 100%
vested after six years. The amount of contributions for the benefit of Mr.
Zimmerman is included in the Summary Cash Compensation table in the column
entitled "All Other Compensation."

Section 16 (a) Beneficial Ownership Reporting Compliance

The Company's Directors, executive officers and beneficial owners of more
than 10% of its Common Stock are required under Section 16(a) of the Securities
and Exchange Act of 1934, as amended, to file reports of ownership and changes
in ownership with the Securities and Exchange Commission. Copies of those
reports must also be furnished to the Company.

Based solely on a review of reports furnished to the Company and written
representations that no other reports were required, the Company believes that
during fiscal 2001, no person who was a Director, executive officer or greater
than 10% beneficial owner of the Company's Common Stock failed to file on a
timely basis any reports required by Section 16(a).

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed and discussed the audited financial
statements with management of the Company. As required by SAS 61, the Audit
Committee has discussed required matters with KPMG LLP, the independent
auditors. The Audit Committee has received the written disclosures and the
letter from KPMG LLP which is required by the Independence Standards Board
Standard No. 1 and has discussed with the independent auditors the auditors'
independence. Based on the review and discussions above, the Audit Committee has
recommended to the Board that the audited financial statements be included in
the Company's Annual Report on Form 10-K for the latest fiscal year for filing
with the Securities and Exchange Commission. With the exception of Director
Philipp, who served as Chief Financial Officer of the Company from April 1992 to
April 1999, all of the Audit Committee members are independent as defined in
Nasdaq Rule 4200(a)(14).

The Board of Directors has adopted a charter for the Audit Committee which
was filed as Appendix A to the Company's proxy statement for the 2001 Annual
Meeting of Shareholders.

Audit Committee members: Weldon D. Schumacher, Chairman
Benjamin R. Goehring
Angelo J. Anagnos
David M. Philipp

PRINCIPAL ACCOUNTING FIRM FEES

The following table sets forth the aggregate fees billed to the Company for
the fiscal year ended December 31, 2001 by the Company's principal accounting
firm, KPMG LLP:

Audit fees, excluding Audit related fees (2) $ 66,277

Financial information systems design and implementation --

All other fees (1):

Audit related fees (2) $ 33,813
Other non-audit services (3) 17,110
-----------
Total all other fees $ 50,923
===========

- -------------------------------

(1) The Audit Committee has considered whether the provision of these non-audit
services is compatible with maintaining the principal accountant's
independence.

(2) Audit related fees consisted principally of audits of financial statements
of certain employee benefit plans, review of registration statements,
issuance of consent and attendance at various meetings of the Board of
Directors.

(3) Other non-audit fees consisted of tax compliance.

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has selected KPMG LLP as the Company's certified
public accountants for 2002. KPMG LLP audited the financial statements of the
Company for the year ended December 31, 2001. KPMG LLP has no interest,
financial or otherwise, in the Company. The services rendered by KPMG LLP during
the 2001 fiscal year were audit services and included consultation in connection
with various accounting, tax reporting, strategic planning, and compensation
matters. The Audit Committee of the Board of Directors of the Company approved
each professional service rendered by KPMG LLP during the 2001 fiscal year, and
the possible effect of each such service on the independence of that firm was
considered by the Audit Committee of the Board of Directors before such service
was rendered.

A representative of KPMG LLP is expected to be present at the Annual
Meeting and will have an opportunity to make a statement and to respond to
appropriate questions.

ANNUAL REPORT

The annual report of the Company containing audited financial statements
for the fiscal year ended December 31, 2001, has been combined with the required
information of the Annual Report on Form 10-K. The Company's combined Annual
Report on Form 10-K for the year ended December 31, 2001, as filed with the SEC
under the Securities Exchange Act of 1934, accompanies this Proxy Statement.

SHAREHOLDERS' PROPOSALS FOR 2003 ANNUAL MEETING; DISCRETIONARY VOTING

Any proposal of a shareholder intended to be presented at the Company's
2003 Annual Meeting must be received by the Company no later than November 25,
2002 for inclusion in the Proxy Statement and form of proxy for that meeting and
must meet the requirements of the SEC's proxy rules. Any such proposal should be
directed to the attention of the President, First Financial Bancorp, 701 South
Ham Lane, Lodi, California 95242. The proxy holders may vote in their discretion
all proxies solicited for the company's 2002 Annual Meeting on any matter raised
at that meeting of which the Company did not have notice by at least February 8,
2003.

OTHER MATTERS

Management knows of no other matters to be voted upon at the Annual
Meeting. If any other matter properly comes before the Annual Meeting, it is the
intention of the persons named in the enclosed form of proxy to vote on such
matters in accordance with their judgment.

The Board is not aware of any matters to come before the Annual Meeting
other than the proposal for the election of directors. If any other matters
should be brought before the meeting or any adjournment thereof, upon which a
vote properly may be taken, the proxy holders will vote in their discretion
unless otherwise provided in the proxies. The Report of the Audit Committee, the
Audit Committee Charter and the Statement of Independence of Audit Committee
members referred to under "Report of the Audit Committee" are not to be
considered as incorporated by reference into any other filings which the Group
makes with the Securities and Exchange Commission under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended. These
portions of this proxy statement are not a part of any of those filings unless
otherwise stated in those filings.

You are urged to sign, date and return the enclosed proxy in the envelope
provided. No further postage is required if the envelope is mailed from within
the United States. If you subsequently decide to attend the Annual Meeting and
wish to vote your shares in person, you may do so. Your cooperation in giving
this matter your prompt attention is appreciated.

By Order of the Board of Directors,

Leon J. Zimmerman
President and Chief Executive Officer

Lodi, California
March 25, 2002

SOLICITED BY THE BOARD OF DIRECTORS

FOR THE ANNUAL MEETING OF SHAREHOLDERS

ON APRIL 23, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned holder of Common Stock acknowledges receipt of a copy of the
Notice of Annual Meeting of Shareholders of First Financial Bancorp and the
accompanying Proxy Statement dated March 25, 2002, and revoking any Proxy
heretofore given, hereby constitutes and appoints Benjamin R. Goehring and
Weldon D. Schumacher, and each of them, with full power of substitution, as
attorneys and proxies to appear and vote all of the shares of Common Stock of
First Financial Bancorp, a California corporation, outstanding in the name of
the undersigned which the undersigned could vote if personally present and
acting at the Annual Meeting of Shareholders of the First Financial Bancorp, to
be held at 701 South Ham Lane, Lodi, California, on Tuesday, April 23, 2002 at
5:30 p.m., or at any adjournments or postponements thereof, upon the following
items as set forth in the Notice of Meeting and Proxy Statement and to vote
according to their discretion on all other matters which may be properly
presented for action at the meeting or any adjournments or postponements
thereof. The above-named proxy holders are hereby granted discretionary
authority to cumulate votes represented by the shares covered by this proxy in
the election of directors.

Please mark votes as indicated in this example [X]

(1.) To elect as directors the nine nominees set forth below

[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below

INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME ON THE LIST BELOW:

Angelo J. Anagnos, Steven M. Coldani, Robert H. Daneke, Benjamin R. Goehring,
Robert H. Miller III, David M. Philipp, Weldon D. Schumacher, Kevin Van
Steenberge, and Leon Zimmerman.

(2.) In their discretion, to transact such other business as may properly
come before the Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS
NOMINATED BY THE BOARD OF DIRECTORS. THE PROXY, WHEN PROPERTY EXECUTED WILL BE
VOTED AS DIRECTED. IF NO DIRECTION IS MADE, IT WILL BE VOTED "FOR" THE ELECTION
OF DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS.

I/We do [ ] or do not [ ]expect to attend this meeting.

SHAREHOLDER(S) No. of Common Shares
- -------------- --------------------

- -------------- --------------------

- -------------- --------------------
DATE:_________, 2002

Please date and sign exactly as your name(s) appears. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title. If more
than one trustee, all should sign. All joint owners should sign.

WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN AND RETURN THIS
PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

THIS PROXY IS SOLICITED BY, AND ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO ITS EXERCISE.

Signature(s) _____________________________ Date ____________

NOTE: Please sign as name appears hereon. Joint ownership should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such