SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss.240.14a-12 FIRST FINANCIAL BANCORP ________________________________________________________________________________ (Name of Registrant as Specified In Its Charter) ________________________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [ ] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11 (1) Title of each class of securities to which transaction applies: ______________________________________________________________________ (2) Aggregate number of securities to which transaction applies: ______________________________________________________________________ (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): ______________________________________________________________________ (4) Proposed maximum aggregate value of transaction: ______________________________________________________________________ (5) Total fee paid: ______________________________________________________________________ [ ] 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: ______________________________________________________________________ (2) Form, Schedule or Registration Statement No.: ______________________________________________________________________ (3) Filing Party: ______________________________________________________________________ (4) Date Filed: ______________________________________________________________________ FIRST FINANCIAL BANCORP ________________________________________________________________________________ 701 South Ham Lane * Lodi, CA 95252 * P.O. Box 3009 * Lodi, CA 95241-1913 * (209) 367-2054 * bankoflodi.com YOUR VOTE IS IMPORTANT - PLEASE VOTE TODAY October 20, 2004 To Our Valued Shareholders: You should have received the proxy materials we sent to you in preparation for the November 3rd Special Meeting of shareholders. If not, please call 800-618-2070 to receive a copy of your proxy materials. At this meeting you are being asked to approve a $50,000,000 merger with Placer Sierra Bancshares. YOUR MANAGEMENT AND BOARD OF DIRECTORS BELIEVE THIS TRANSACTION IS IN THE BEST INTEREST OF SHAREHOLDERS AND RECOMMEND YOU VOTE FOR THE TRANSACTION. WE URGE YOU TO SIGN, DATE YOUR PROXY CARD AND MAIL IT IN TODAY. If this merger is completed, you will receive $25.40 FOR EACH SHARE OF FIRST FINANCIAL BANCORP THAT YOU OWN. The Bank of Lodi's banking offices will continue to operate the same outstanding community banking business that it has today. We sincerely believe this proposal is a win-win for everyone involved. THE PROPOSED MERGER REQUIRES THE APPROVAL OF THE MAJORITY OF OUTSTANDING SHARES OF COMMON STOCK - SO EVERY VOTE COUNTS! NOT VOTING WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE MERGER. This offer from Placer comes after talking to a number of other financial institutions with the Board ultimately determining that the Placer offer is the best offer on the table for you - the shareholder - as well as for our customers, employees, and the communities we serve. You may have recently read in the press that a higher bid was received and rejected by us, let us be clear - - THERE WAS NEVER A HIGHER FORMAL OFFER FROM ANY OTHER INSTITUTION! DO NOT BE MISGUIDED BY FALSE STATEMENTS TO THE CONTRARY! We are available to assist you in any way we can, please feel free to call us directly at (800) 618-2070 if you have any questions at all. Thank you for your continued support. /s/ BENJAMIN GOEHRING /s/ LEON ZIMMERMAN _________________________ _____________________ Benjamin Goehring Leon Zimmerman Chairman of the Board President and CEO