SCHEDULE 14A INFORMATION
                  Proxy Statement Pursuant to Section 14(a) of
                       the Securities Exchange Act of 1934


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                             FIRST FINANCIAL BANCORP
________________________________________________________________________________
                (Name of Registrant as Specified In Its Charter)


________________________________________________________________________________
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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