FIRST FINANCIAL BANCORP

701 South Ham Lane
Lodi, California 95242

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
APRIL 22, 2003

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 22, 2003, at 5:30 p.m., Pacific Daylight Time, for the
following purposes:

1. To elect a Board of ten 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 of members of the board of Directors
may be made by the Board of Directors or by any holder of any
outstanding class of capital stock of First Financial Bancorp
entitled to vote for the election of Directors. Notice of
Intention to make any nominations (other than for persons
named in the Notice of any meeting called for the election of
Directors) are required to be made in writing and to be
delivered or mailed to the President of First Financial
Bancorp by the later of: (i) the close of business 21 days
prior to any meeting to stockholders called for the election
of Directors, or (ii) 10 days after the date of mailing of
notice of the meeting to stockholders. Such notification must
contain the following information to the extent known to the
notifying stockholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each
proposed nominee; (c) the number of shares of capital stock of
First Financial Bancorp owned by each proposed nominee; (d)
the name and residence address of the notifying stockholder;
(e) the number of shares of capital stock of First Financial
Bancorp owned by the notifying stockholder; (f) the number of
shares of capital stock of any bank, bank holding company,
savings and loan association or other depository institution
owned beneficially by the nominee or by the notifying
stockholder and the identities and locations of any such
institutions, (g) whether the proposed nominee has ever been
convicted of or pleased nolo contendere to any criminal
offense involving dishonesty or breach of trust, filed a
petition in bankruptcy or been adjudged bankrupt; and (h) a

statement regarding the nominee's compliance with Article II,
Section 2.14 of these Bylaws. The notification shall be signed
by the nominating stockholder and by each nominee, and shall
be accompanied by a written consent to be named as a nominee
for election as a Director from each proposed nominee.
Nominations not made in accordance with these procedures shall
be disregarded by the Chairman of the meeting, and upon his
instructions, the inspectors of election shall disregard all
votes cast for each such nominee. The foregoing requirements
do not apply to the nomination of a person to replace a
proposed nominee who has become unable to serve as a Director
between the last day for giving notice in accordance with the
paragraph and the date of election of Directors if the
procedure called for in this paragraph was followed with
respect to the nomination of the proposed nominee. A copy of
Article II, Section 2.05 and 2.14 of these Bylaws will be
provided to any shareholder upon receipt of a written request
therefore, addressed to the President of First Financial
Bancorp."

Only shareholders of record at the close of business on March 3, 2003,
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 24, 2003

FIRST FINANCIAL BANCORP

701 South Ham Lane
Lodi, California 95242

PROXY STATEMENT
MARCH 24, 2003

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 22, 2003, 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 24,
2003.

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, other electronic communications, 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 1,623,257 shares of the Company's
common stock, no par value (the "Common Stock"), on March 3, 2003, 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 3, 2003, 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 133,131 (1) 8.20%
Stock 1303 Rivergate Drive
Lodi, CA 95240

Common Raymond H. Coldani 91,959 (2) 5.67%
Stock 13199 N. Ray Road
Lodi, CA 95242

Common Leon J. Zimmerman 134,054 (3) 7.93%
Stock 701 S. Ham Lane
Lodi, CA 95242

Common Bank of Lodi, Employee 167,918 (4) 10.34%
Stock Stock Ownership Plan (ESOP)
701 South Ham Lane
Lodi, CA 95242

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

(1) Includes 6,438 shares held solely by Dr. Schumacher, 3,710 shares owned by
Dr. Schumacher's wife, and 122,983 shares held in trust by Dr. Schumacher
and his wife.

(2) Includes 18,599 shares owned by Mr. Coldani's wife, 19,267 shares owned
solely by Mr. Coldani, and 54,093 shares held as joint tenants with spouse.

(3) Includes 10,023 shares owned by Mr. Zimmerman's wife, 14,892 shares held
solely by Mr. Zimmerman, 28,521 shares held in trust by Mr. Zimmerman and
his wife, 13,617 shares owned in the Bank of Lodi Employee Stock Ownership
Plan and First Financial Bancorp 401k Profit Sharing Plan, and 67,001
shares subject to options that are exercisable as of March 3, 2003, 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 ten. 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 ten 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 ten 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 3, 2003
-------------------------

Number of
Name Age Position with Company Shares Percent
- ---- --- --------------------- ------ -------

Incumbent Nominees:
Benjamin R. Goehring (a,b,c,d,e) 71 Chairman of the Board 43,242 (1) 2.65%
of Directors

Weldon D. Schumacher (a,b,e) 67 Vice Chairman of the 133,131 (2) 8.20%
Board of Directors

Angelo J. Anagnos (b,c,d) 68 Director 33,558 (3) 2.06%

Steven M. Coldani (a,c,d) 49 Director 63,484 (4) 3.89%

Robert H. Miller III (b,e) 58 Director 2,686 (5) 0.17%

David M. Philipp (b,e) 40 Director 44,351 (6) 2.72%

Kevin Van Steenberge (c,d) 45 Director 5,448 (7) 0.34%

Leon J. Zimmerman (a,c) 60 Director, President and 134,054 (8) 7.93%
Chief Executive Officer

Robert H. Daneke (d) 49 Director, Executive 28,419 (9) 1.73%
Vice President and
Chief Credit Officer

New Nominee:
Daniel M. Lewis 48 Director 3,004 (10) 0.19%

All directors and executive officers 507,541 (11) 29.00%
as a group (11 persons)

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

(a) Member of the Executive Committee

(b) Member of the Audit Committee

(d) Member of the Marketing Committee

(e) Member of the Compensation and Stock Option Committee

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

(1) Includes 12,783 shares owned by Mr. Goehring's wife, 22,135 shares owned
solely by Mr. Goehring, 1,044 shares owned by Mr. Goehring in joint
tenancy with his children, and 7,280 shares subject to options that are
exercisable as of March 3, 2003 or become exercisable within 60 days
thereafter.

(2) Includes 6,438 shares held solely by Dr. Schumacher, 3,710 shares owned by
Dr. Schumacher's wife, and 122,983 shares held in trust by Dr. Schumacher
and his wife.

(3) Includes 25,982 shares held in family trust by Mr. Anagnos and his wife,
296 shares held as custodian for minor grandchildren, and 7,280 shares
subject to options that are exercisable as of March 3, 2003 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, 7,069
shares held as custodian for minor children, 6,562 shares held jointly
with his son, and 6,932 shares subject to options that are exercisable as
of March 3, 2003 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 3, 2003, 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, 36,009 shares owned solely by Mr. Philipp,
and 6,932 shares subject to options that are exercisable as of March 3,
2003 or become exercisable within 60 days thereafter.

(7) Includes 298 shares owned jointly with Lori Van Steenberge, 5,150 held in
trust by Mr. Van Steenberge and his wife.

(8) Includes 10,023 shares owned by Mr. Zimmerman's wife, 14,892 shares held
solely by Mr. Zimmerman, 28,521 shares held in trust by Mr. Zimmerman and
his wife, 13,617 shares owned in the Bank of Lodi Employee Stock Ownership
Plan and First Financial Bancorp 401k Profit Sharing Plan, and 67,001
shares subject to options that are exercisable as of March 3, 2003, or
become exercisable within 60 days thereafter.

(9) Includes 656 shares held in joint tenancy with spouse; 7,170 owned solely
by Mr. Daneke, 2,148 shares owned in the Bank of Lodi Employee Stock
Ownership Plan and First Financial Bancorp 401k Profit Sharing Plan, and
18,445 shares subject to options that are exercisable as of March 3, 2003,
or become exercisable within 60 days thereafter.

(10) Includes 3,004 shares owned in joint tenancy with spouse.

(11) Officers included in this total are the President and Chief Executive
Officer; the Executive Vice President and Chief Credit Officer and Senior
Vice President and Chief Financial Officer--in each case of the Company
and the Bank. Shares include 127,052 shares subject to options that are
exercisable as of March 3, 2003 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. Mr. Coldani and
his wife Jeanne reside in Lodi and are the parents of two children.

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 Senior
Vice President and Chief Financial Officer for the Folsom Economic Development
Corporation (FEDCorp) and is a member of the Folsom Chamber of Commerce, Folsom
Historical Society, California State Railroad Museum, Aircraft Owners and Pilots
Association, 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 Bachelors
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 and his wife Lori reside in Lodi and are
the parents of two children.

DANIEL M. LEWIS is President of Jeanell Inc., a family owned restaurant
company. The company operates four Taco Bell franchises in the Lodi area. Mr.
Lewis has been actively involved in the food services industry for over 28
years. Prior to working in the food services industry, Mr. Lewis worked in
community bank operations. During that period of time, he completed various
college courses related to banking and the financial services industry. Mr.
Lewis is also an active farmer and operator of a local vineyard. He has
continually been involved in various community and religious organizations,
including serving a member of the Sacramento Area Taco Bell Association, a
marketing cooperative in which he served as treasurer, and Franmac, a franchise
organization of Taco Bell franchisees dedicated to marketing and operations
support functions. Currently Mr. Lewis serves as a member of the Board of
Directors of the Lodi Boys & Girls Club. Mr. Lewis and his wife Judy reside in
Lodi and are the parents of four children.

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,
Sacramento Sierra Chapter - American Red Cross, and LEED - Sacramento. 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. He has 26 years
of banking experience, including 19 in community banking. Prior to joining the
Company, Mr. Daneke was employed at Clovis Community Bank for eight years,
serving as Senior Vice President/Senior Credit Officer beginning in 1997. In
addition, his career has included: seven years in correspondent banking with
Community Bank and seven years with Bank of America. 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 various
community organizations and serves on Lodi Unified School District's Budget
Advisory Committee. Mr. Daneke and his wife Roselyn reside in Lodi and are the
parents of 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)
evaluate the auditors' performance, including the scope and adequacy of the
auditors' examination, (iii) select the firm of independent auditors and
determine whether it would be appropriate to submit the selection to the
shareholders of the Company for ratification (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 Committee may
deem appropriate consistent with its charter, (vii) retain and consult with
counsel or other experts as the Committee may consider necessary or appropriate
in the discharge of its duties, (viii) handling complaints and concerns
regarding accounting, internal accounting controls or auditing matters. The
functions of the Committee do not include normal management functions concerning
accounting or auditing practices. The Audit Committee met 6 times during 2002.

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 45 times during 2002.

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 4 times during 2002.

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 3 times during 2002.

The Board of Directors of the Bank held 12 regular meetings and 1
special meeting during 2002. The Board of Directors of the Company held 12
regular meetings and 1 special meetings during 2002. All directors attended 75%
or more of the aggregate number of Board meetings and meetings of committees 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 $181,200 were paid to the
Directors for attending meetings of the Company and Bank's Boards of Directors.
The Chairman of the Board received an annual retainer of $32,400, four Directors
who served as chairman of a committee each received an annual retainer of
$25,200, and each of the remaining directors received 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, 2002, the
Company's non-employee directors were credited with $273,000 in accrued benefits
under the directors' salary continuation plan. The Company allocated $63,000 to
the Salary Continuation Plan in 2002 on behalf of its non-employee directors.

Long Term Care Benefit

During 2002 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. The purpose of the life
insurance is to provide a cash value and life insurance proceeds to defray the
Company's premium costs under the long term care insurance. 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 2002 the Bank recognized
expense related to the long term care insurance totaling $48,640.

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; 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. No other executive officer of the Company or the Bank
received for the three fiscal years ended December 31, 2002 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:
2002 $ 178,416 - - - 22,000 - $ 16,753
2001 155,000 - - - 26,000 - 12,975
2000 155,000 38,000 - - 24,000 - 6,406

Robert H. Daneke
2002 110,619 - - - 9,300 - 11,298
2001 102,600 - - - 8,400 - 11,894
2000 102,600 2,000 - - 8,000 - 4,361

Allen R. Christenson
2002 99,212 - - - 8,100 - 10,421
2001 94,000 - - - 5,000 - 10,638
2000 94,000 7,000 - - 5,000 - 3,447

(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 2002, 2001 or 2000.

(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, 2002.

Individual Grants
-----------------
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 22,000 35.2% $11.75 12/18/2012 $162,569 $411,982
Robert H. Daneke 9,300 14.9% 11.75 12/18/2012 68,722 174,156
Allen R. Christenson 8,100 13.0% 11.75 12/18/2012 59,855 151,684

(1) The material terms of all option grants to named officers during 2002 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 $19.14 and $30.48, respectively on the dates(s) of exercise.

Aggregated Option Exercises in 2002 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 Unexercised
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:
3,489 $ 17,116 67,001 38,240 $ 266,611 $ 49,363

Robert H. Daneke
- - 18,445 15,924 45,117 21,122

Allen R. Christenson
- - 11,182 12,683 17,234 13,648

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

(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 also has employment agreements with 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 executive officer agreement 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 executive officer is based on a combination of
the individual's position within the Bank and the age when retirement benefits
become fully vested.

The salary continuation agreement for directors 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, the director will also be entitled to receive certain
payments during the three-year period commencing upon retirement from the Board
of Directors. The agreement also 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 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 benefits, in which
case all rights and benefits will be forfeited.

The specific benefits are defined in each Director Agreement. Upon a
director's retirement, and assuming the director 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 begin paying to the director the sum
of $10,000 per year. The payments continue 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
($13,339,000, $12,690,000 and $10,032,000 at December 31, 2002, 2001 and 2000,
respectively). The policies provide protection to the Company against the
adverse financial effects from the death of an executive officer or director and
provide the Company with income to offset expenses associated with the Salary
Continuation Agreements as well as the Long Term Care Benefit (discussed above).
The Bank's total accrued obligation under the Salary Continuation Agreements was
$1,243,000, $948,000 and $456,000 as of December 31, 2002, 2001 and 2000,
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 2002, 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, Mr. Daneke and Mr. Christenson is included in the Summary Cash
Compensation table in the column entitled "All Other Compensation."

Section 16 (a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act")
requires each person (i) who owns more than 10% of any class of equity security
which is registered under the Exchange Act or (ii) who is a director or one of
certain officers of the issuer of such security to file with the Securities and
Exchange Commission certain reports regarding the beneficial ownership of such
persons of all equity securities of the issuer. While the individuals are
required to complete and submit the required filings, the Company has
established procedures to aid those individuals in timely filing of reports
required by the Exchange Act. As a result of certain staffing changes by the
Company, Forms 4 for directors Coldani and Schumacher, require amendment; and,
Forms 5 for directors Philipp, Miller, Van Steenberge and Zimmerman for the year
2002 were filed late.

Except as noted above, based solely on our review of these reports of
or certifications from the officer or director to us that no report was required
to be filed, we believe that all of our directors and executive officers
complied with all Section 16(a) filing requirements applicable to them during
the 2002 fiscal year

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about the Company's equity
compensation plans as of December 31, 2002.

Equity Compensation Plan Information
------------------------------------
(a) (b) (c)
Number of securities
remaining available for
Number of securities to Weighted-average exercise future issuance under
be issued upon exercise price of outstanding equity compensation plans
of outstanding options, options, warrants and (excluding securities
Plan Category warrants and rights rights reflected in column (a))
- ------------- ------------------- ------ ------------------------

Equity compensation plans
approved by security
holders 262,897 $9.26 28,294

Equity compensation plans
not approved by
security holders 0 NA 0

Total 262,897 $9.26 28,294

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 2002 for filing with the Securities
and Exchange Commission. All of the Audit Committee members are independent as
defined in Nasdaq Rule 4200(a)(15).

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. The Board of Directors and the Audit Committee assess the
adequacy of the Charter annually and expect to adopt revisions to it following
the adoption of new corporate governance standards and SEC rules regarding the
responsibilities of the Committee under the Sarbanes-Oxley Act of 2002.

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, 2002 by the Company's principal
accounting firm, KPMG LLP:

Audit fees, excluding Audit related fees (2) $ 83,250

Financial information systems design and implementation --

All other fees (1):
Audit related fees (2) $ 21,000
Other non-audit services (3) 15,775
-----------
Total all other fees $ 36,775
===========
- -------------------
(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 2003. KPMG LLP audited the financial statements of the
Company for the year ended December 31, 2002. KPMG LLP has no interest,
financial or otherwise, in the Company. The services rendered by KPMG LLP during
the 2002 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 2002 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, 2002, 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, 2002, as
filed with the SEC under the Securities Exchange Act of 1934, accompanies this
Proxy Statement.

SHAREHOLDERS' PROPOSALS FOR 2004 ANNUAL MEETING; DISCRETIONARY VOTING

Any proposal of a shareholder intended to be presented at the Company's
2004 Annual Meeting must be received by the Company no later than November 25,
2003 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 2003 Annual Meeting on any matter raised
at that meeting of which the Company did not have notice by at least February 6,
2004.

OTHER MATTERS

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. 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 Company 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 24, 2003

SOLICITED BY THE BOARD OF DIRECTORS

FOR THE ANNUAL MEETING OF SHAREHOLDERS

ON APRIL 22, 2003

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 24, 2003, 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 22, 2003 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 ten 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,
Daniel M. Lewis, 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:_________, 2003

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