10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

OR

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

Commission File Number 0-12379

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

Ohio	31-1042001
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
300 High Street	45011
Hamilton, Ohio	(Zip Code)
(Address of principal executive offices)

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

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

Securities registered pursuant to Section 12(g) of the Act:
Common Shares, no par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes þ No

Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

o Yes þ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þ Yes o No

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

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

Large accelerated filer þ Accelerated filer o Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes þ No

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

As of March 1, 2006, there were issued and outstanding 39,567,428 common shares of the registrant.

Documents Incorporated by Reference:

Portions of the registrant’s Annual Report to Shareholders for the year ended December 31, 2005 are incorporated by reference into Parts I, II and IV.

Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 25, 2006 are incorporated by reference into Part III.

FORM 10-K CROSS REFERENCE INDEX

	Page
Part I
Item 1 Business	1
Item 1A Risk Factors	6
Item 1B Unresolved Staff Comments	7
Item 2 Properties	8
Item 3 Legal Proceedings	8
Item 4 Submission of Matters to a Vote of Security Holders	8
Additional Item — Executive Officers	8
Part II
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6 Selected Financial Data	13
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7A Quantitative and Qualitative Disclosures about Market Risk	13
Item 8 Financial Statements and Supplementary Data	14
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
Item 9A Controls and Procedures	14
Item 9B Other Information	16
Part III
Item 10 Directors and Executive Officers of the Registrant	17
Item 11 Executive Compensation	17
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	17
Item 13 Certain Relationships and Related Transactions	18
Item 14 Principal Accounting Fees and Services	18
Part IV
Item 15 Exhibits, Financial Statement Schedules	19
Signatures	24
EX-10.27
EX-10.28
EX-13
EX-14
EX-21
EX-23
EX-31.1
EX-31.2
EX-32.1
EX-32.2

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PART I

Item 1. Business.

First Financial Bancorp.

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

First Financial engages in the business of commercial banking and other banking and banking-related activities through its wholly owned subsidiary, First Financial Bank, National Association (First Financial Bank), a national banking association. First Financial Capital Advisors LLC (FFCA) is First Financial’s registered investment advisory and serves as investment advisor to The Legacy Funds Group, First Financial’s proprietary mutual funds introduced in May 2002, and assists First Financial with the investment management of trust assets. Two other subsidiaries of First Financial are First Financial (OH) Statutory Trust I (Statutory Trust I) and First Financial (OH) Statutory Trust II (Statutory Trust II) which were established to facilitate raising Tier I capital in the form of corporation-obligated mandatorily redeemable capital securities of subsidiary trust—commonly referred to as Trust Preferred Securities. These two subsidiaries were deconsolidated effective January 1, 2004, in accordance with FASB Interpretation No. 46. First Financial provides management and similar services for its subsidiary financial institution. Since it does not itself conduct any operating businesses, First Financial must depend largely upon its subsidiaries for funds with which to pay the expenses of its operation and, to the extent applicable, any dividends on its outstanding shares of stock. For further information see Note 4 of the Notes to Consolidated Financial Statements appearing on page 42 of First Financial’s Annual Report to Shareholders, which is incorporated by reference in response to this item. First Financial’s oldest subsidiary was founded in 1883.

The range of banking services provided by First Financial to its customers includes commercial lending, real estate lending, consumer credit, credit card, and other personal loan financing. In addition, First Financial offers deposit services that include interest-bearing and noninterest-bearing deposit accounts and time deposits. A full range of trust and asset management services is provided by First Financial.

First Financial makes a variety of loans to individuals and businesses. Loan interest and fees make up the majority of First Financial’s income, approximately 67.98% in 2005. The principal types of lending in which First Financial engages are real estate, commercial, and consumer. Real estate loans are loans secured by a mortgage lien on the real property of the borrower, which may be either residential property (one to four family residential housing units) or commercial property (owner-occupied and investor income producing real estate, such as apartments, shopping centers, office buildings). The majority of residential real estate loans made by First Financial Bank conforms to secondary market loan standards. The credit underwriting standards adhere to a certain level of documentation, verifications, valuation, and borrower overall credit performance. The underwriting of these loans includes an evaluation of these and other pertinent factors prior to the extension of credit. These underwriting standards help in the management of the credit risk elements.

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

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

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

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

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

At December 31, 2005, First Financial and its subsidiaries employed 1,604 employees.

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

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Subsidiaries

The following table lists each of First Financial’s subsidiaries, their acquisition dates, the number of offices that each subsidiary has, their total deposits, and the number of ATMs owned by each subsidiary:

			Deposits
	Acquisition		12/31/05		Number of		Number of
Subsidiary/Location	Date		($ in 000)		Offices		ATMs
First Financial/Hamilton, Ohio		04/26/83	$	2,937,889		105		111
FFCA/Hamilton, Ohio		05/13/02		N/A		1		0
Statutory Trust I/Hamilton, Ohio		09/25/02		N/A		1		0
Statutory Trust II/Hamilton, Ohio		07/15/03		N/A		1		0

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

• In November 2001, First Financial completed the first consolidation of “Project Renaissance” by merging four of its wholly owned subsidiaries, Union Bank & Trust Company, Peoples Bank and Trust Company, Farmers State Bank, and Vevay Deposit Bank, to form Heritage, which was headquartered in Columbus, Indiana.

• In July 2002, First Financial formed its second regional financial institution by merging two of its wholly owned subsidiaries, First National Bank of Southwestern Ohio and Hebron Deposit Bank, to form First Financial, which is headquartered in Hamilton, Ohio.

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

• In the third quarter of 2004, First Financial’s subsidiaries, The Clyde Savings Bank Company and Indiana Lawrence Bank merged into Community First, which at that time began the process of forming First Financial’s fourth and final regional financial institution.

• In March 2005, First Financial merged Citizens First into Community First and merged Heritage into First Financial.

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Furthermore, in March of 2005, First Financial adopted a new strategic plan, which provided for a new organizational structure for First Financial, whereby its remaining subsidiary banks would be merged into a single bank charter: First Financial Bank. The single bank subsidiary operates in three regions under three “doing business as” names: First Financial Bank, Sand Ridge Bank, and Community First Bank & Trust. On August 19, 2005, the consolidation was completed.

During 2005, First Financial also organized its trust, investment, brokerage, and private banking into a wealth-management line of business. This included First Financial’s family of proprietary mutual funds, The Legacy Funds Group, introduced in May of 2002. Management changed the name of its insurance business from Flagstone Insurance and Financial Services to First Financial Insurance. Non-client support functions aligned to support the combined company.

Finally, on September 16, 2005, First Financial completed the sale of substantially all of the assets of Fidelity Federal Savings Bank, Marion, Indiana, to Mutual Federal Savings Bank, Muncie, Indiana, and completed the consolidation of its operations center.

First Financial still believes in the philosophy of community banking. First Financial’s goal in this process is to achieve efficiencies of size and standardization, while maintaining each division’s customer relationships.

Market and Competitive Information

First Financial, through its regionalization efforts and strategic plan, has focused its subsidiary bank around three broad geographic regions. Each of the three geographic regions is served by a First Financial Bank “doing business as” First Financial Bank, Sand Ridge Bank, and Community First Bank & Trust, in each of the three regions, respectively. One region is covered by First Financial, which serves the southeastern Indiana, southwestern Ohio, and northern Kentucky markets. The second region is covered by Sand Ridge, which serves northwestern Indiana and southern Michigan. The third region is covered by the consolidation of Community First, which serves northwestern Ohio and central to northeastern Indiana.

The market areas in the three geographic regions include many different types of activities, such as manufacturing, agriculture, education, healthcare, and service based economies. Within these regions, growth is projected to continue in key demographic groups and in levels of population. Core demographic measures evaluated by First Financial include income levels, median household income, and population growth within key segments. The Midwest markets that First Financial serves experienced a slowing and more uncertain economy from 2002 through 2003, as indicated by such items as increased unemployment rates and personal bankruptcy growth rates in Ohio and Indiana. However, 2004 showed signs of economic recovery, which continued throughout 2005. First Financial expects continued stable to improving trends, although moderate fluctuations could occur.

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

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

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

Regulation

First Financial Bank, as a national banking association, is subject to supervision and regular examination by the Comptroller of the Currency. All depository institutions and its deposits are insured up to the legal limits by the Bank Insurance Fund which is administered by the Federal Deposit Insurance Corporation and is subject to the provisions of the Federal Deposit Insurance Act.

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

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

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

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

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

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

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

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

Compliance Matter

On July 2, 2002, Community First, which has since been merged with and into First Financial Bank, entered into an agreement with the Federal Reserve Board regarding the steps necessary to bring the bank into the compliance with the Bank Secrecy Act. Community First fully satisfied the provisions of the agreement, and, as a result, the agreement was terminated by the Federal Reserve Board effective January 29, 2004.

Item 1A. Risk Factors.

Investments in First Financial common shares involve risk. The market price of First Financial common shares may fluctuate significantly in response to a number of factors, including:

• management’s ability to effectively execute its business plan;

• the strength of the local economies in which operations are conducted;

• the effects of and changes in policies and laws of regulatory agencies;

• inflation, interest rates, market and monetary fluctuations;

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• acts of terrorism and any governmental response to such acts;

• technological changes;

• mergers and acquisitions;

• the ability to increase market share and control expenses;

• the effect of changes in accounting policies and practices that may be adopted by the regulatory agencies as well as the Financial Accounting Standards Board and the Securities and Exchange Commission;

• the costs and effects of litigation and of unexpected or adverse outcomes in such litigation;

• and the success of First Financial at managing the risks involved in the foregoing.

If management of First Financial is not able to effectively execute its business plan, First Financial’s stock price may drop. Management has set an aggressive business plan and restructuring of the corporation in an effort to cause the corporation to improve its efficiency and earnings. If the plan is not implemented successfully, First Financial may not perform relative to its peers and securities analysts’ may change their estimates of the company’s financial performance, potentially decreasing the company’s stock price.

If First Financial does not adjust to changes in the financial services industry, its financial performance may suffer. First Financial’s ability to maintain its history of strong financial performance and return on investment to shareholders will depend in part on its ability to expand its scope of available financial services to its customers. In addition to other banks, competitors include securities dealers, brokers, mortgage bankers, investment advisors, credit unions, and finance and insurance companies. The increasingly competitive environment is, in part, a result of changes in regulation, changes in technology and product delivery systems, and the accelerating pace of consolidation among financial service providers.

Future governmental regulation and legislation could limit growth. First Financial and its subsidiaries are subject to extensive state and federal regulation, supervision and legislation that govern nearly every aspect of operations. Changes to these laws could affect First Financial’s ability to deliver or expand its services and diminish the value of its business.

Changes in interest rates could reduce income and cash flow. First Financial’s income and cash flow depends to a great extent on the difference between the interest earned on loans and investment securities, and the interest paid on deposits and other borrowings. Interest rates are beyond First Financial’s control, and they fluctuate in response to general economic conditions and the policies of various governmental and regulatory agencies, in particular, the Federal Reserve Board. Changes in monetary policy, including changes in interest rates, will influence the origination of loans, the purchase of investments, the generation of deposits and the rates received on loans and investment securities and paid on deposits.

Additional risks and uncertainties could have a negative effect on financial performance. Additional factors could have a negative effect on the financial performance of First Financial and First Financial common shares. Some of these factors are general economic and financial market conditions, competition, continuing consolidation in the financial services industry, new litigation or changes in existing litigation, regulatory actions, and losses.

Item 1B. Unresolved Staff Comments.

None.

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Item 2. Properties.

The registrant and its subsidiaries operate from 105 banking offices: 54 offices are located in Ohio, including First Financial’s executive office in Hamilton, Ohio; 44 offices are located in Indiana; five in Kentucky; and two in Michigan.

Item 3. Legal Proceedings.

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

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

No matters were submitted to the shareholders during the fourth quarter of 2005.

Additional Item — Executive Officers.

Shown in the table below are the executive officers of First Financial Bancorp as of December 31, 2005. The executive officers are either officers of First Financial or officers of a subsidiary of First Financial who perform policy-making functions for First Financial. The officers are elected annually at the organizational meetings of the boards of directors of their respective affiliates and serve until the next organizational meeting, or until their successors are elected and duly qualified.

Name	Age		Position
Claude E. Davis		45	President & Chief Executive Officer
C. Douglas Lefferson		41	Executive Vice President & Chief Operating Officer
David S. Harvey		44	Executive Vice President, Commercial Credit & Product Management
Mark W. Immelt		60	Executive Vice President, Wealth Management
Samuel J. Munafo		55	Executive Vice President, Banking
Richard Barbercheck		47	Senior Vice President, Chief Risk Officer
Gregory A. Gehlman		44	Senior Vice President, General Counsel
J. Franklin Hall		37	Senior Vice President & Chief Financial Officer
John C. Hoying		57	Senior Vice President, Retail Credit & Product Management
Jill L. Wyman		44	Senior Vice President, Sales & Marketing
Elizabeth E. Fontaine		41	Vice President, Controller

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

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Claude E. Davis joined First Financial as president, chief executive officer, and a member of the board of directors on October 1, 2004. Beginning August 23, 2005, Davis became the president, CEO, and chairman of the board of First Financial Bank. At the time he joined First Financial, Davis was senior vice president at Irwin Financial Corporation and chairman of Irwin Union Bank and Trust (the company’s lead bank), positions he had held since May 2003. Prior to that, Davis served as president of Irwin Union Bank and Trust for seven years. Davis originally joined Irwin Financial Corporation and Irwin Union Bank and Trust in 1987 as vice president and controller.

C. Douglas Lefferson became executive vice president and chief operating officer of First Financial effective April 1, 2005. Prior to that, he was executive vice president and chief financial officer, since December 13, 2004, after having served as its senior vice president and chief financial officer since January 11, 2002. He has spent his entire banking career in various positions within First Financial and First Financial Bank.

David S. Harvey was named executive vice president and chief credit officer for First Financial in January 2006. Previously, he was president of Sand Ridge Bank, a post he had held since 2001. Harvey joined Sand Ridge Bank in June 1999 as the bank’s executive vice president and chief lending officer.

Mark W. Immelt became executive vice president of Wealth-Management of First Financial on April 1, 2005. Previously, he had served as president and chief executive officer of First Financial Bank since December of 1999. From July of 1997 until December of 2004, he served as senior vice president of First Financial. Mark has served as president of First Financial Capital Advisors, LLC since May 2002. He is also a member of the Legacy Funds Group. He has served as president of the Legacy Funds Group since August 2005.

Sam Munafo became executive vice president with responsibility for all banking markets in January of 2006. Prior to that, he was the president of the First Financial Bank line of business beginning in August 2005. He served as president and chief executive officer of Community First Bank & Trust from 2001 until March of 2005, when he became the President of First Financial Bank. From 1998 to 2001, Munafo served as president and chief executive officer of Indiana Lawrence Bank. He has spent his entire banking career with various First Financial companies.

Richard Barbercheck joined First Financial in November 2005 as senior vice president and chief risk officer. He is responsible for the risk management function, which predominately includes commercial and consumer credit, regulatory and compliance, operational and market risk. Before joining First Financial, he was with Irwin Financial Corporation in Columbus, Indiana, where he most recently managed their credit risk evaluation group. He has a total of 24 years of banking experience, including bank management, commercial lending and credit administration. He previously served as president of a small bank in Indiana from 1993 until 1998.

Gregory A. Gehlmann joined First Financial in June 2005 as senior vice president and general counsel. Prior to joining First Financial, Gehlmann practiced law for 16 years in Washington, D.C. From March 2000 to June 2005, he served as partner/counsel at Manatt, Phelps & Phillips, LLP, Washington, D.C. where he served as counsel to public and private companies, as well as investors, underwriters, directors, officers, and principals regarding corporate securities, banking, and general business and transactional matters.

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J. Franklin Hall became senior vice president and chief financial officer of First Financial effective April 1, 2005. Prior to that, he had served as first vice president, controller, and director of finance for First Financial effective December 13, 2004. He served as its vice president and controller since January 11, 2002. He joined First Financial in June 1999 as a financial officer, advanced to assistant vice president in 2000 and became vice president on June 1, 2001. Prior to joining First Financial, Mr. Hall was a senior financial analyst at Firstar Bank, N.A. (now known as US Bancorp) in Cincinnati, Ohio.

John Hoying took on the responsibility of senior vice president, retail credit and product management for First Financial effective January 2006. He joined Community First Bank and Trust in July 2001. He was an executive vice president before being named president of the bank in April 2005. During his 33-year career in financial and management banking, Hoying has been the city executive for Bank One in Lima, Ohio, president of Bank One in Sidney, Ohio, and also executive vice president for Bank One in Sidney. He began his banking career with the Citizens Baughman National Bank in October of 1968.

Jill Wyman became First Financial’s senior vice president and director of sales in October 2005. She joined the company in 2003 as vice president and sales director. Prior to joining First Financial, she was with the Lazarus division of Federated Department Stores in suburban Cincinnati for 19 years progressing through the sales-management ranks. In 2003, she was the store manager of a Macy’s store in suburban Cincinnati. Prior to that, she was a retail merchandise manager for Lazarus.

Elizabeth E. Fontaine became First Financial’s vice president and controller in April 2005. From January 2002 to April 2005, she was vice president and assistant controller. From 1997 to 2001, she was vice president and accounting officer.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a) First Financial had 3,988 shareholders of record of its outstanding common shares as of March 1, 2006. First Financial’s common stock is listed on The Nasdaq Stock Market®. The information contained on page 60 of the Notes to Consolidated Financial Statements in First Financial’s Annual Report to Shareholders for the year ended December 31, 2005, is incorporated herein by reference in response to this item.

(c) The following table shows the total number of shares repurchased in the fourth quarter of 2005.

Issuer Purchases of Equity Securities

	(a)			(b)		(c)		(d)
						Total Number
						of Shares		Maximum Number
	Total Number			Average		Purchased as		of Shares that may
	of Shares			Price Paid		Part of Publicly		yet be Purchased
Period	Purchased (1)			Per Share(1)		Announced Plans (2)		Under the Plans
October 1 through October 31, 2005		126,285		$	18.13		120,000		7,397,105
November 1 through November 30, 2005		29,543		$	18.56		24,000		7,373,105
December 1 through December 31, 2005		3,257,352	(3)	$	19.00		0		7,373,105
Total		3,413,180		$	18.96		144,000		7,373,105

(1) The number of shares purchased in column (a) and the average price paid per share in column (b) include the purchase of shares other than through publicly announced plans. The shares purchased other than through publicly announced plans were purchased pursuant to First Financial’s Thrift Plan, Director Fee Stock Plan, 1999 Stock Option Plan for Non-Employee Directors and 1999 Stock Incentive Plan for Officers and Employees. (The last two plans are referred to hereafter as the Stock Option Plans.) The following tables show the number of shares purchased pursuant to those plans and the average price paid per share. The purchases for the Thrift Plan and the Director Fee Stock Plan were made in open-market transactions. Under the Stock Option Plans, shares were purchased from plan participants at the then current market value in satisfaction of stock option exercise prices.

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	(a)		(b)
	Total Number		Average
	of Shares		Price Paid
Period	Purchased		Per Share
First Financial Bancorp Thrift Plan
October 1 through October 31, 2004		0	$	0.00
November 1 through November 30, 2004		0		0.00
December 1 through December 31, 2004		0		0.00
Total		0	$	0.00
Director Fee Stock Plan
October 1 through October 31, 2004		1,618	$	17.95
November 1 through November 30, 2004		0		0.00
December 1 through December 31, 2004		0		0.00
Total		1,618	$	17.95
Stock Option Plans
October 1 through October 31, 2004		4,667	$	18.44
November 1 through November 30, 2004		5,543		19.13
December 1 through December 31, 2004		7,352		18.92
Total		17,562	$	18.86

(2) First Financial has two publicly announced stock repurchase plans under which it is currently authorized to purchase shares of its common stock. Neither of the plans expired during this quarter. The table that follows provides additional information regarding those plans.

		Total Shares
Announcement		Approved for		Expiration
Date		Repurchase		Date
	2/25/2003		2,243,715	None
	1/25/2000		7,507,500	None

(3) Represents shares purchased pursuant to a modified Dutch Auction tender offer.

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Item 6. Selected Financial Data.

The information contained in Table 1 on page 21 of the Management’s Discussion and Analysis section of First Financial’s Annual Report to Shareholders for the year ended December 31, 2005, is incorporated herein by reference in response to this item.

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

The information contained in the Management’s Discussion and Analysis section, (pages 19 through 60) of First Financial’s Annual Report to Shareholders for the year ended December 31, 2005 is incorporated herein by reference in response to this item.

Forward Looking Statements

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

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

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

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

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

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Item 8. Financial Statements and Supplementary Data.

The consolidated financial statements and reports of independent registered public accounting firm included on pages 34 through 59 of the Consolidated Financial Statements and the Notes to Consolidated Financial Statements in First Financial’s Annual Report to Shareholders for the year ended December 31, 2005, are incorporated herein by reference.

The Quarterly Financial and Common Stock Data on page 60 of the Notes to Consolidated Financial Statements in First Financial’s Annual Report to Shareholders for the year ended December 31, 2005, is incorporated herein by reference.

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

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Controls

There were no changes in First Financial’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, First Financial’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

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

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Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has issued an attestation report on management’s assessment of the effectiveness of First Financial’s internal control over financial reporting as of December 31, 2005. The report, which expresses an unqualified opinion on management’s assessment and on the effectiveness of First Financial’s internal control over financial reporting as of December 31, 2005, is included in this Item under the heading “Report on Effectiveness of Internal Control Over Financial Reporting.”

/s/ Claude E. Davis Claude E. Davis	/s/ J. Franklin Hall J. Franklin Hall
President & CEO	Senior Vice President & CFO
March 9, 2006	March 9, 2006

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report on Effectiveness of Internal Control Over Financial Reporting

The Board of Directors and Shareholders of First Financial Bancorp

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that First Financial Bancorp maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). First Financial Bancorp’s management is responsible for maintaining effective internal control over financial reporting and for its assessment about the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized

16

acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that First Financial Bancorp maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, First Financial Bancorp maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of First Financial Bancorp as of December 31, 2005 and 2004, and the related consolidated statements of earnings, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2005 and our report dated March 9, 2006, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Cincinnati, Ohio
March 9, 2006

Item 9B. Other Information.

First Financial is filing as Exhibits 10.27 and 10.28 to this Form 10-K copies of a Severance Agreement and Release between C. Thomas Murrell and First Financial; and Rex A. Hockemeyer and First Financial.

Dr. James C. Garland, a director of First Financial whose term expires at the annual meeting of shareholders in 2006, has retired from his position as President of Miami University and will be moving his permanent residence outside the Corporation’s primary market area. As a result, he was not nominated for an additional term. His position will remain vacant as First Financial conducts a search to fill his vacancy.

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PART III

Item 10. Directors and Executive Officers of the Registrant.

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

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

First Financial has adopted a code of ethics, the First Financial Bancorp. Code of Business Conduct and Ethics (the Code), which applies to First Financial’s directors, officers and employees, including its chief executive officer. The Code is available through First Financial’s website, www.ffbc-oh.com under the “Investor Information” link, under “Corporate Governance.”

Item 11. Executive Compensation.

The information appearing under “Meetings of the Board of Directors and Committees of the Board,” “Executive Compensation,” and “Compensation Committee Report” First Financial’s 2005 Proxy Statement is incorporated herein by reference in response to this item.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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

EQUITY COMPENSATION PLAN INFORMATION

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

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(1) The securities included in this column are available for issuance under First Financial’s 1999 Stock Option Plan for Non-Employee Directors (Director Plan) and its 1999 Stock Incentive Plan for Officers and Employees (Incentive Plan). Both the Director Plan and the Incentive Plan include provisions regarding adjustments to the number of securities available for future issuance under the respective plans in the event of a merger, reorganization, consolidation, recapitalization, reclassification, split-up, spin-off, separation, liquidation, stock dividend, stock split, reverse stock split, property dividend, share repurchase, share combination, share exchange, issuance of warrants, rights or debentures or other change in corporate structure of First Financial affecting First Financial’s common shares. In any of the foregoing events, the Director Plan permits the Board of Directors and the Incentive Plan permits the Board of Directors or the Compensation Committee to make such substitution or adjustments in the aggregate number and kind of shares available for issuance under the respective plans as the Board of Directors (or, in the case of the Incentive Plan, the Compensation Committee) may determine to be appropriate in its sole discretion. Of the securities reported in column (c) 395,577 are available for future issuance under the Director Plan and 4,832,012 are available under the Incentive Plan.

Item 13. Certain Relationships and Related Transactions.

The information appearing in Note 18 of the Notes to Consolidated Financial Statements included on page 54 of First Financial’s Annual Report to Shareholders is incorporated herein by reference in response to this item. Reference is also made to information appearing under “Transactions with Related Parties” of First Financial’s 2006 Proxy Statement in response to this item.

Item 14. Principal Accounting Fees and Services.

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

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

	Page*
(a) Documents filed as a part of the Report:
Reports of Independent Registered Public Accounting Firm		35
Consolidated Balance Sheets as of December 31, 2005 and 2004		36
Consolidated Statements of Earnings for year ended December 31, 2005, 2004, and 2003		37
Consolidated Statements of Cash Flows for year ended December 31, 2005, 2004, and 2003		38
Consolidated Statements of Changes in Shareholders’ Equity for year ended December 31, 2005, 2004, and 2003		39
Notes to Consolidated Financial Statements		40
(2) Financial Statement Schedules:
Schedules to the consolidated financial statements required by Regulation S-X are not required under the related instructions, or are inapplicable, and therefore have been omitted		N/A

* The page numbers indicated refer to pages of the registrant’s Annual Report to Shareholders for the fiscal year ended December 31, 2005, which are incorporated herein by reference.

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(3) Exhibits:

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

21

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

22

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

23

Exhibit
Number
	10.27	Severance Agreement and Release between C. Thomas Murrell and First Financial Bancorp. dated December 4, 2005.
	10.28	Severance Agreement and Release between Rex. A. Hockemeyer and First Financial Bancorp. dated January 28,2006.
	13	Registrant’s annual report to shareholders for the year ended December 31, 2004.
	14	First Financial Bancorp. Code of Business Conduct and Ethics.
	21	First Financial Bancorp. Subsidiaries.
	23	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
	31.1	Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification of Periodic Financial Report by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certification of Periodic Financial Report by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

24

SIGNATURES

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

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

Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Claude E. Davis	/s/ J. Franklin Hall
Claude E. Davis, Director	J. Franklin Hall, Senior Vice
President & Chief Executive Officer	President & Chief Financial Officer
Date 3/13/06	Date 3/13/06
/s/ Bruce E. Leep	/s/ Elizabeth E. Fontaine
Bruce E. Leep, Director	Elizabeth E. Fontaine, Vice President,
Chairman of the Board	& Controller (Principal Accounting Officer)
Date 3/13/06	Date 3/13/06
/s/ Donald M. Cisle	/s/ Richard E. Olszewski
Donald M. Cisle, Director	Richard E. Olszewski, Director
Date 3/13/06	Date 3/13/06
/s/ Corinne R. Finnerty	/s/ Barry S. Porter
Corinne R. Finnerty, Director	Barry S. Porter, Director
Date 3/13/06	Date 3/13/06

24

SIGNATURES (CONT’D)

/s/ Dr. James C. Garland	/s/ Steven C. Posey
Dr. James C. Garland, Director	Steven C. Posey, Director
Date 3/13/06	Date 3/13/06
/s/ Murph Knapke	/s/ Susan L. Purkrabek-Knust
Murph Knapke, Director	Susan L. Purkrabek-Knust, Director
Date 3/13/06	Date 3/13/06
/s/ William J. Kramer William J. Kramer, Director
Date 3/13/06

EX-10.27

EXHIBIT 10.27

SEVERANCE AGREEMENT AND RELEASE

          The following is an agreement between C. Thomas Murrell III (“Mr. Murrell”) and First Financial Bancorp (“FFBC”) regarding Mr. Murrell’s termination from employment.

     WHEREAS, Mr. Murrell is a party to an Employment Agreement with FFBC effective April 30, 2005, (hereinafter “Employment Agreement”,) and FFBC is terminating his employment pursuant to Section 4(a) of the Employment Agreement; and

     WHEREAS, the parties desire to resolve all issues related to Mr. Murrell’s employment with FFBC, his Employment Agreement and his termination; and

     NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, FFBC and Mr. Murrell agree as follows:

     1. Pursuant to the Employment Agreement, FFBC gave Mr. Murrell one month’s advance written notice of termination on November 4, 2005 (the “Notice Period”). Accordingly, Mr. Murrell’s employment with FFBC will end effective December 4, 2005 (the “Date of Termination”). During the Notice Period Mr. Murrell shall not report to work, but shall be available to assist with the transfer of his responsibilities and take such actions as are necessary to assure a smooth transition.

     2. FFBC will pay Mr. Murrell all salary due through his Date of Termination and will also pay him a lump sum payment of earned and accrued, banked and/or carryover vacation pay due under FFBC’s vacation policy, payable at the rate of Mr. Murrell’s current base salary, less appropriate tax withholdings and deductions.

     3. Severance Benefits. Provided Mr. Murrell fulfills his obligations hereunder, FFBC will provide him with the following Severance benefits:

          (a) Severance Pay. (i) FFBC will provide Mr. Murrell with severance pay in an amount equal to his 24 months of his current base pay, payable in equal bi-weekly installments, less applicable deductions and withholding, commencing after the Date of Termination and ending on or before March 15, 2006; and (ii) FFBC will pay him a lump sum payment of One Hundred Two Thousand, Five Hundred Sixty Thousand Dollars and No Cents ($102,560.00) (an amount equal to two (2) times Mr. Murrell’s most recent payment under the Performance Incentive Plan).

          (b) Employment Benefits. FFBC will continue Mr. Murrell’s Employment Benefits, as defined in the Employment Agreement, through December 4, 2007, subject to the rights and limitations specified in the Employment Agreement. Mr. Murrell shall qualify for full COBRA health benefit continuation coverage thereafter, unless otherwise prohibited by law.

          (c) Pay in Lieu of Outplacement Services. FFBC will pay to Mr. Murrell in lieu of outplacement services an amount equal to five percent (5%) of his annual base salary.

     4. Mr. Murrell’s Obligations. In consideration of the payments and benefits provided in Section 3 above, Mr. Murrell will:

          (a) transfer his responsibilities in an appropriate manner and take such actions as are necessary to assure a smooth transition;

          (b) not represent or bind FFBC or enter into any agreement on behalf of FFBC at any time after November 4, 2005;

          (c) return to FFBC on November 4, 2005 all FFBC property and materials, including but not limited to credit cards, office keys, files, books, documents, records and memoranda;

          (d) return to FFBC his company car and cell phone no later than the Date of Termination. Mr. Murrell will also file a final expense report and repay outstanding cash advances no later than the Date of Termination, if he has any unreimbursed expenses or unpaid advances;

          (e) not use or disclose, directly or indirectly, to anyone not connected with FFBC any confidential, commercial or financial information, or trade or business secrets obtained during the term of employment, or make copies of any memoranda, books, records, customer lists, price lists or other documents (whether on computer or not) for use outside FFBC, except as specifically authorized in writing by an officer of FFBC, or as may be required by applicable law;

          (f) fully cooperate and assist FFBC with any litigation matters or agency proceedings for which his testimony or cooperation is requested, provided that he is compensated for his time at his current rate of pay and for any reasonable and necessary expenses incurred as a result of his cooperation and assistance;

          (g) sign all necessary resignations from the Boards of Directors and/or officer positions of FFBC and its subsidiaries; and

          (h) not solicit or directly or indirectly interfere with or disrupt, or attempt to interfere with or disrupt, any relationship, contractual or otherwise, between FFBC and any third party, including but not limited to its employees, customers, and community members.

     5. Confidentiality. Mr. Murrell acknowledges he is bound by the provisions concerning confidentiality and a covenant not to compete for a six month time period set forth in paragraph 8 and 10 of the Employment Agreement, with the exception that FFBC agrees to waive the covenant not to compete (but not confidentiality) with respect to Commonwealth Bank and Trust, located in Louisville, Kentucky. Mr. Murrell will hold in confidence, and will not disclose to anyone, any of the terms of Severance other than

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immediate family members and advisors, except as required by law. Mr. Murrell acknowledges that FFBC may be required to disclose certain terms of this Agreement in filings with the Securities and Exchange Commission. Such partial disclosure should in no way be interpreted as a waiver of the remaining terms of this Section. Mr. Murrell shall not make any public derogatory remarks concerning FFBC or any of its officers, directors, employees or shareholders, and shall not initiate any contact with the press or any other media.

     6. General Release. In exchange for the payments and benefits identified in the Agreement, Mr. Murrell hereby releases, settles and forever discharges FFBC, its parent, subsidiaries, affiliates, successors and assigns, together with their past and present directors, officers, employees, agents, insurers, attorneys, and any other party associated with FFBC, to the fullest extent permitted by applicable law, from any and all claims, causes of action, rights, demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown, suspected or unsuspected, which Mr. Murrell ever had or may now have against FFBC or any of the foregoing. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Mr. Murrell’s employment with FFBC and the termination of that employment, pursuant to any federal, state or local laws regulating employment such as the Civil Rights Act of 1964, the Civil Rights of 1991, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981, the Employee Retirement Income Security Act of 1974 (“ERISA”), the Worker Adjustment and Retraining Notification Act (“WARN”), the Fair Labor Standards Act of 1938, as well as all federal, state and local laws, except that this release shall not affect any rights of Mr. Murrell for benefits payable under any FFBC benefit plans, Social Security, Worker’s Compensation or Unemployment laws or rights arising out of any breach of this Agreement by FFBC.

     7. Waiver and Release Under ADEA and OWBPA. Mr. Murrell further expressly and specifically waives any and all rights or claims under the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act (collectively the “Act”). Mr. Murrell acknowledges and agrees that this waiver of any right or claim under the Act (the “Waiver”) is knowing and voluntary, and specifically agrees as follows: (a) that this Agreement and this Waiver is written in a manner which he understands; (b) that this Waiver specifically relates to rights or claims under the Act; (c) that he does not waive any rights or claims under the Act that may arise after the date of execution of this Agreement; (d) that he waives rights or claims under the Act in exchange for consideration in addition to anything of value to which he is already entitled; and (e) that he is hereby advised in writing to consult with an attorney prior to executing this Agreement.

     8. It is understood and agreed that for purposes of this Agreement, the term “FFBC” as used herein, shall include not only First Financial Bancorp, but also all of its direct or indirect subsidiaries or affiliated companies, including but not limited to First Financial Bank, N.A., First Financial Capital Advisors, LLC, First Financial Insurance, and all officers, directors, and employees of any of the foregoing.

     9. This Agreement shall bind Mr. Murrell’s heirs, executors, administrators, personal representatives, spouse, dependents, successors and assigns.

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     10. This Agreement shall not be construed as an admission by FFBC of any wrongdoing or any violation of any federal, state or local law, regulation or ordinance, and FFBC specifically disclaims any wrongdoing whatsoever against Mr. Murrell on the part of itself, its employees, representatives or agents.

     11. Neither this Agreement, nor any right or interest hereunder, shall be assignable by Mr. Murrell, his beneficiaries or legal representatives, without the prior written consent of an officer of FFBC.

     12. This Agreement sets forth the entire agreement between the parties with the exception of any obligations under the Employment Agreement which continue after Mr. Murrell’s termination, and any other previous Agreement(s) regarding confidentiality, non-solicitation and non-competition. The terms of this Agreement may not be modified other than in a writing signed by the parties.

     13. This Agreement shall in all respects be interpreted, enforced and governed by the laws of the State of Ohio. All parties to this Agreement agree they are bound by the arbitration provision set forth in Paragraph 7 of the Employment Agreement, in interpreting any disputes concerning the Agreement or otherwise arising from Mr. Murrell’s employment with FFBC.

     14. If any provision of this Agreement is determined to be unenforceable by any court, then such provision will be modified or omitted to the extent necessary to make the remaining provisions of this Agreement enforceable.

     15. Mr. Murrell acknowledges that he understands that he has forty-five (45) days after receipt of this Agreement to decide whether to accept it and that he may revoke any acceptance of this Agreement within (7) days of such acceptance. This Agreement shall not become effective until the seven (7) day revocation period has expired.

TAKE THIS AGREEMENT HOME, READ IT AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT. IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS.

IN WITNESS WHEREOF, FFBC hereby offers this Agreement to Mr. Murrell on this 30th day of November, 2005.

FIRST FINANCIAL BANCORP
By:	/s/ Regina P. Brackett

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     ACCEPTANCE

I hereby agree to the terms of this Agreement and acknowledge my acceptance of it this 4 day of December, 2005.

WITNESS:

/s/ C. Thomas Murrell, III  

C. Thomas Murrell III 

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EX-10.28

EXHIBIT 10.28

SEVERANCE AGREEMENT AND RELEASE

          The following is an agreement (“Agreement”) between Rex A. Hockemeyer (“Mr. Hockemeyer”) and First Financial Bancorp (“FFBC”).

     1. Pursuant to the Employment Agreement between FFBC and Mr. Hockemeyer dated July 28, 2003, FFBC gave Mr. Hockemeyer advance written notice of termination on December 9, 2005. Mr. Hockemeyer’s active employment with FFBC will end January 9, 2006, and he will be on unpaid leave until January 31, 2006, when his employment will terminate (the “Date of Termination”), unless FFBC cancels or reschedules his termination prior to that date. This Agreement shall only be effective upon termination of Mr. Hockemeyer’s employment.

     2. FFBC will pay Mr. Hockemeyer all salary due through January 9, 2006, and will also pay him a lump sum payment of earned and accrued, banked and/or carryover vacation pay due under FFBC’s vacation policy, payable at the rate of Mr. Hockemeyer’s current base salary, less appropriate tax withholdings and deductions.

     3. Severance Benefits. Provided Mr. Hockemeyer fulfills his obligations hereunder, FFBC will provide him with the following Severance benefits:

          (a) Severance Pay. (i) FFBC will provide Mr. Hockemeyer with severance pay in an amount equal to his 24 months of his current base pay, payable in equal bi-weekly installments, less applicable deductions and withholding, commencing six months after the date this Agreement becomes final; and (ii) FFBC will pay him a lump sum payment of Seventy Nine Thousand, eight Hundred and Forty Eight Dollars and No Cents ($79,848.00) (an amount equal to two (2) times Mr. Hockemeyer’s most recent payment under the Performance Incentive Plan).

          (b) Employment Benefits. FFBC will continue Mr. Hockemeyer’s Employment Benefits, as defined in the Employment Agreement, through January 31, 2008, subject to the rights and limitations specified in the Employment Agreement. Mr. Hockemeyer shall qualify for full COBRA health benefit continuation coverage thereafter, unless otherwise prohibited by law.

          (c) Pay in Lieu of Outplacement Services. FFBC will pay to Mr. Hockemeyer in lieu of outplacement services an amount equal to five percent (5%) of his annual base salary.

     4. Mr. Hockemeyer’s Obligations. In consideration of the payments and benefits provided in Section 3 above, Mr. Hockemeyer will:

          (a) transfer his responsibilities in an appropriate manner and take such actions as are necessary to assure a smooth transition;

          (b) not represent or bind FFBC or enter into any agreement on behalf of FFBC at any time after the Date of Termination;

          (c) return to FFBC on the Date of Termination all FFBC property and materials, including but not limited to credit cards, office keys, files, books, documents, records and memoranda;

          (d) return to FFBC his company car and cell phone no later than the Date of Termination. Mr. Hockemeyer will also file a final expense report and repay outstanding cash advances no later than the Date of Termination, if he has any unreimbursed expenses or unpaid advances;

          (e) not use or disclose, directly or indirectly, to anyone not connected with FFBC any confidential, commercial or financial information, or trade or business secrets obtained during the term of employment, or make copies of any memoranda, books, records, customer lists, price lists or other documents (whether on computer or not) for use outside FFBC, except as specifically authorized in writing by an officer of FFBC, or as may be required by applicable law;

          (f) fully cooperate and assist FFBC with any litigation matters or agency proceedings for which his testimony or cooperation is requested, provided that he is compensated for his time at his current rate of pay and for any reasonable and necessary expenses incurred as a result of his cooperation and assistance;

          (g) sign all necessary resignations from the Boards of Directors and/or officer positions of FFBC and its subsidiaries; and

          (h) not solicit or directly or indirectly interfere with or disrupt, or attempt to interfere with or disrupt, any relationship, contractual or otherwise, between FFBC and any third party, including but not limited to its employees, customers, and community members.

     5. Confidentiality. Mr. Hockemeyer acknowledges he is bound by the provisions concerning confidentiality and a covenant not to compete for a six month time period set forth in paragraph 8 and 10 of the Employment Agreement. Mr. Hockemeyer will hold in confidence, and will not disclose to anyone, any of the terms of Severance other than immediate family members and advisors, except as required by law. Mr. Hockemeyer acknowledges that FFBC may be required to disclose certain terms of this Agreement in filings with the Securities and Exchange Commission. Such partial disclosure should in no way be interpreted as a waiver of the remaining terms of this Section. Mr. Hockemeyer shall not make any public derogatory remarks concerning FFBC or any of its officers, directors, employees or shareholders, and shall not initiate any contact with the press or any other media.

     6. General Release. In exchange for the payments and benefits identified in the Agreement, Mr. Hockemeyer hereby releases, settles and forever discharges FFBC, its subsidiaries, affiliates, successors and assigns, together with their past and present directors, officers, employees, agents, insurers, attorneys, and any other party associated with FFBC, to the fullest extent permitted by applicable law, from any and all claims, causes of action, rights, demands, debts, liens, liabilities or damages of whatever nature,

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whether known or unknown, suspected or unsuspected, which Mr. Hockemeyer ever had or may now have against FFBC or any of the foregoing. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Mr. Hockemeyer’s employment with FFBC and the termination of that employment, pursuant to any federal, state or local laws regulating employment such as the Civil Rights Act of 1964, the Civil Rights of 1991, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981, the Employee Retirement Income Security Act of 1974 (“ERISA”), the Worker Adjustment and Retraining Notification Act (“WARN”), the Fair Labor Standards Act of 1938, as well as all federal, state and local laws, except that this release shall not affect any rights of Mr. Hockemeyer for benefits payable under any FFBC benefit plans, Social Security, Worker’s Compensation or Unemployment laws or rights arising out of any breach of this Agreement by FFBC.

     7. Waiver and Release Under ADEA and OWBPA. Mr. Hockemeyer further expressly and specifically waives any and all rights or claims under the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act (collectively the “Act”). Mr. Hockemeyer acknowledges and agrees that this waiver of any right or claim under the Act (the “Waiver”) is knowing and voluntary, and specifically agrees as follows: (a) that this Agreement and this Waiver is written in a manner which he understands; (b) that this Waiver specifically relates to rights or claims under the Act; (c) that he does not waive any rights or claims under the Act that may arise after the date of execution of this Agreement; (d) that he waives rights or claims under the Act in exchange for consideration in addition to anything of value to which he is already entitled; and (e) that he is hereby advised in writing to consult with an attorney prior to executing this Agreement.

     8. It is understood and agreed that for purposes of this Agreement, the term “FFBC” as used herein, shall include not only First Financial Bancorp, but also all of its direct or indirect subsidiaries or affiliated companies, including but not limited to First Financial Bank, N.A., First Financial Capital Advisors, LLC, First Financial Insurance, and all officers, directors, and employees of any of the foregoing.

     9. This Agreement shall bind Mr. Hockemeyer’s heirs, executors, administrators, personal representatives, spouse, dependents, successors and assigns.

     10. This Agreement shall not be construed as an admission by FFBC of any wrongdoing or any violation of any federal, state or local law, regulation or ordinance, and FFBC specifically disclaims any wrongdoing whatsoever against Mr. Hockemeyer on the part of itself, its employees, representatives or agents.

     11. Neither this Agreement, nor any right or interest hereunder, shall be assignable by Mr. Hockemeyer, his beneficiaries or legal representatives, without the prior written consent of an officer of FFBC.

     12. This Agreement sets forth the entire agreement between the parties with the exception of any obligations under the Employment Agreement which continue after Mr. Hockemeyer’s termination, and any other previous Agreement(s) regarding

Page 3 of 5

confidentiality, non-solicitation and non-competition. The terms of this Agreement may not be modified other than in a writing signed by the parties.

     13. This Agreement shall in all respects be interpreted, enforced and governed by the laws of the State of Ohio. All parties to this Agreement agree they are bound by the arbitration provision set forth in Paragraph 7 of the Employment Agreement, in interpreting any disputes concerning the Agreement or otherwise arising from Mr. Hockemeyer’s employment with FFBC.

     14. If any provision of this Agreement is determined to be unenforceable by any court, then such provision will be modified or omitted to the extent necessary to make the remaining provisions of this Agreement enforceable.

     15. Mr. Hockemeyer acknowledges that he understands that he has forty-five (45) days after receipt of this Agreement to decide whether to accept it and that he may revoke any acceptance of this Agreement within (7) days of such acceptance. This Agreement shall not become effective until the seven (7) day revocation period has expired.

TAKE THIS AGREEMENT HOME, READ IT AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT. IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS.

FIRST FINANCIAL BANCORP
By:	/s/ Regina P. Brackett
	1st VP Human Resources

WITNESS:

/s/ Rex A. Hockemeyer  

Rex A. Hockemeyer 1-28-06 

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EX-13

Exhibit 13

ELEVATING THE EXPECTATIONS

FIRST FINAN CIAL BANCORP

CEO Message 2 Elevating the Expectations 8 Directors and Officers 18
Financial Review 19 Shareholder and Annual Meeting Information 61

FINANCIAL HIGHLIGHTS

(Dollars in thousands, except per share data)	2005			2004			% Change
Earnings
Net interest income	$	132,967		$	140,182			-5.15	%
Net earnings		37,933			41,118			-7.75	%
Per Share
Net earnings-basic	$	0.89		$	0.94			-5.32	%
Net earnings-diluted		0.88			0.94			-6.38	%
Cash dividends declared		0.64			0.60			6.67	%
Book value (end of year)		7.58			8.50			-10.82	%
Market price (end of year)		17.52			17.50			0.11	%
Average
Total assets	$	3,811,223		$	3,904,332			-2.38	%
Deposits		2,906,783			2,846,495			2.12	%
Loans, net of unearned income		2,755,793			2,786,864			-1.11	%
Investment securities		634,227			734,388			-13.64	%
Shareholders’ equity		364,631			366,859			-0.61	%
Ratios
Return on average assets		1.00	%		1.05	%		-4.76	%
Return on average shareholders’ equity		10.40	%		11.21	%		-7.23	%
Average shareholders’ equity to average assets		9.57	%		9.40	%		1.81	%
Net interest margin		3.87	%		3.97	%		-2.52	%
Net interest margin (fully tax equivalent)		3.96	%		4.07	%		-2.70	%

Our Mission

We will exceed our clients’ expectations and satisfy their needs by building long-term relationships using a client-centered, value-added approach.

LEADING THE WAY

It’s an exciting time to be part of financial Bancorp, a company with a rich heritage and a promising future. In March of 2005, we embarked on a multi-faceted strategic plan, and the reminder of the year was a crucial time of alignment for the organization. That process is continuing into 2006 as we finalize our alignment in key production areas, focus on efficiency, and start to realize the success of our strategic plan implementation. Through organizational, balance sheet, and personal restructuring, we are positioning First Financial to be a high performance, growth-oriented company.

Claude E. Davis
President and CEO
First Financial Bancorp

“One Company, One Team” — Working together with respect and appreciation for each other’s talents, perspectives, and responsibilities, our associates have one objective — superior service to clients.

“Client First” — Our goal is to provide all clients with the appropriate financial advice and products they require to achieve their financial goals.

“Better, Faster, More Efficient” — We deliver value by providing clients the best service, quickly, and at a competitive price.

2

What steps have we taken to implement the strategic plan?

     Early in 2005, we began laying the foundation for a revitalized market structure with local decision-making and a staff that is dedicated to the communities where they work. Our company is now organized into 12 markets, including the metropolitan markets of Cincinnati and Dayton. Each of our local markets is led by a strong market president with an aggressive sales force that focuses on developing and sustaining individual, commercial, and small business client relationships.

     In August of 2005, we completed the charter consolidation aspect of our plan, forming one company that is dedicated to relationship development. Under this new structure, we operate two product groups -banking and wealth management. Our insurance business was blended into wealth management, and we have recruited additional sales staff to form nine teams of trust officers, brokerage specialists, private bankers, and insurance agents to serve our clients in all markets.

     Across the company, support functions were consolidated for greater efficiency and simplicity of process. We are now working on more efficient and effective support services that use “best in class” processes and technology.

     At the end of 2005, our senior management team was streamlined to a group of 10 officers, a good mix of veterans of our company and new recruits. The company has moved from a decentralized affiliate management structure with a separate holding company management group, to one management team aligned by expertise to better support all associates and to promote one culture and one approach to our business.

3

How will we achieve our growth plan?

     Our company’s growth plan has several elements, including the reorganized market structure for our banking operation and the new structure for the wealth-management product group to work together in all markets. The steps taken or planned to implement the growth plan include the following:

u	Expansion into the metropolitan markets of Dayton and Cincinnati was announced in 2005, and experienced leaders have been hired to establish these new markets.
u	New banking centers were opened in Lafayette, Indiana, Florence, Kentucky, and Hebron, Kentucky, in 2005, and plans are underway for at least four additional banking centers in high-growth areas in 2006.
u	Our sales staff was expanded to include new market presidents, wealth-management officers, and commercial bankers in the northern Kentucky, southwestern Ohio, southeastern Indiana, and Lafayette, Indiana, markets.
u	Strategic acquisitions will be considered to extend and expand our franchise.
u	We have engaged an investment-banking firm to assist in the evaluation of our branch system. We expect to expand where there are new opportunities for growth and discontinue operations in some markets that do not fit with our strategy or expectation of financial return.
u	A branding firm is assisting with an evaluation of our company’s market position and brand identity in all markets and business lines. A new brand strategy for the future is expected by mid-2006.

4

What are we doing to restructure our balance sheet?

Beginning in late 2005, we began several initiatives to restructure our balance sheet and position the company to focus on the core business and product lines of First Financial. Some elements were implemented in 2005, and others will be accomplished in 2006.

u	On November 2, 2005, First Financial announced a new capital plan with target capital ratios. The target ratios are between 6.75 percent and 7.25 percent for tangible equity to assets, 8.00 percent to 8.50 percent for leverage, and 12.75 percent to 13.25 percent for total risk-based capital.
u	First Financial repurchased approximately 9.54 percent of its common equity through daily share repurchases throughout 2005 and a modified Dutch tender offer that was completed in the fourth quarter of 2005.
u	The company discontinued origination of indirect installment lending, an area that was neither adding strong client relationships nor meeting our profit targets.
u	During the fourth quarter of 2005, we sold approximately $64 million of fixed-rate mortgage loans that no longer fit the risk profile of the company. This was the beginning of a new approach to first mortgage lending. The plan is to originate predominantly secondary-market-eligible loans and to sell a majority of loans at origination to better manage interest rate risk and to improve net interest margin.
u	First Financial executed its previously announced balance sheet restructuring in February of 2006, improving its net interest margin and reducing the size of the balance sheet by up to $184 million through the sale of investment securities and the payoff of Federal Home Loan Bank borrowings.

5

The rich heritage of our company, our marketplace, and our strategic plan — all of these combine to provide us a unique and rare opportunity to be involved in building a bank that exceeds all stakeholder expectations.

What strategies will we use to produce results in 2006?

As we complete the repositioning of the company, we expect to see positive results in 2006. Our focus is a relationship-based, high-value-added service strategy combined with providing superior returns to shareholders at a growth rate that is in excess of the growth rate in our markets. The areas of performance that will allow us to achieve these goals are:

     Our growth plan for banking and wealth management will continue with aggressive recruiting of experienced sales staff in markets with high-growth potential. Strategic acquisitions in both business lines will also be considered.

     Our organization restructure has brought us to a consolidated company with a common culture and a streamlined management team to carry out our vision.

6

How do we measure success?

     Our efficiency plan is intended to bring our efficiency ratio in line with peers. An aggressive performance improvement plan has been initiated, and all areas of operation are being reviewed for efficiency opportunities. We expect to maximize revenue and develop an appropriate cost structure for our consolidated organization.

     Our balance sheet restructure is positioning the company to produce results based on the core business of banking and wealth management at an appropriate capital level.

     Our company will be an employer of choice, the preferred financial services provider of our target clients, and a leader in our communities. Our financial results will provide a return to shareholders that is in the top quartile of bank holding companies.

     On the following pages, you’ll see evidence of how we have restructured to deliver value to our clients, communities, and shareholders. We belive our growth will come through these client-centered, team-based approaches.

7

MEETING

Our company places a high value on responding to community needs. Amy Koontz, an administrative assistant at Community First Bank, serves on the board of the nonprofit Wee Care Learning Center in the northwestern Ohio town of Van Wert. The existence of the center itself is an example of our company’s commitment to civic service. We were among many donors in the community who responded to a pressing need for better day care options for infants, preschoolers, and children who need quality care before and after the school day. Our multi-year donation helped Wee Care build a new facility and expand its services to Van Wert parents, including some who work for Community First. We are responsive to compelling requests that improve our communities. Good corporate citizenship is good for our communities, and it’s good for business.

8

THE NEEDS

Headquartered in Hamilton, Ohio, First Financial Bancorp is a $3.7 billion publicly owned bank holding company with 105 banking centers, over 1600 associates, 200,000 clients, and 4,000 shareholders. First Financial serves clients in four states – Ohio, Indiana, Kentucky, and Michigan.

     Currently, First Financial Bancorp has two product groups. The banking group is First Financial Bank, N.A., operating in different markets under the First Financial Bank, Community First Bank & Trust, and Sand Ridge Bank names. Our company’s wealthmanagement group includes First Financial Capital Advisors LLC and First Financial Insurance.

     A local market president leads each of the bank’s 12 unique geographic markets (shown on the map in different colors). This marketbased approach keeps decision-making close to home, supporting our focus on community and relationship building. Clients get answers quickly in the local markets.

     Each of our markets has characteristics and assets that are valuable to the company. At the local level, our associates use their market knowledge and banking expertise to discover the needs and dreams of clients and provide the right product and service solutions. This can only add value to the corporation, particularly in terms of growth and success.

With a local-market focus, First Financial is dedicated to meeting the needs of clients and communities in Ohio, Indiana, Kentucky, and Michigan.

9

SEEING THE POTENTIAL

One of our prime opportunities for growth lies in our four markets along the I-75 corridor that flows from Florence, Kentucky, to Dayton, Ohio. This corridor has an abundance of economic expansion, new construction, household growth, and the potential for growing our business.

     To help fulfill the growth objectives of our strategic plan, First Financial is committed to increasing its presence, influence, and client base in this promising arena.

     Four new market presidents – each with 18 to 25 years of financial expertise – have been recruited to aggressively develop new banking business on the corridor. They were chosen because of their experience and demonstrated success in sales and client service. All of them were educated locally, and each has built a successful career in this bustling sphere of opportunity.

     We are bringing a fresh, innovative approach to developing business and capitalizing on commercial opportunities in the dynamic metropolitan markets of Cincinnati and Dayton, as well as responding to opportunity surrounding the high household growth rate in Boone, Warren, and Butler counties.

     The market presidents offer their clients a wide selection of banking products and services, savvy local decision making, and personal banking relationships.

MARKET PRESIDENTS
Left to Right:
Adrian Breen, Butler-Warren
Roger Furrer, Dayton-Middletown
John Marrocco, Cincinnati
Tom Saelinger, Northern Kentucky

10

2005 2010 PROJECTED HOUSEHOLD INCOME CHANGE 30% 25% 20% 15% Hamilton County, OH Warren County, OH Boone County, KY Montgomery County, OH Butler County, OH (SNL Datasource)

11

WEALTH-MANAGEMENT SERVICES

• Investment Management • Debt Analysis

• Retirement Planning • Insurance Planning • Women’s Financial            Services Network • Educational Financial Planning • Probate Avoidance • Business Solutions for Family and Closely Held Businesses • Stock Options Planning • Estate Tax Analysis • Family Wealth Consulting • Private Foundation Management

12

CHARTING THE COURSE

“Passionate” and “intimate” are not the usual words that describe a wealth advisor. However, these terms truly describe the unique relationships our trusted professionals develop with their clients.

     Using a team-based approach, the Wealth Resource Group devotes time and energy to understanding each client’s objectives and developing a trusted advisor relationship. Each client has access to a professional team of specialists (trust officers, investment managers, private bankers, insurance agents, and others) who can design specific strategies and results-driven solutions. When questions or needs arise, the client can rely on all team members for dependable follow-up.

     Working with fervor, energy, and enthusiasm, the members of each team collaborate, taking great care to cross-educate each other to ensure that the client’s best interest is always served.

     Client’s who trust their resources to our specialists can rely on us to create and confidently carry out the right plan that meets their needs and objectives to assure their future security.

WEALTH-MANAGEMENT SERVICES

Left to Right:
Patty Scott, Private Banking
Mark Willis, Insurance
Dennis Walsh, Personal Trust

13

Tom Van Prooyen, Schepel Buick, Pontiac, GMC, Cadillac, Hummer

14

MINDING THE STORE

Hummer...the name alone generates excitement.

The Schepel automotive group capitalized on a decade-long relationship when they asked Sand Ridge Bank to help them with financing to add the Hummer franchise to their line.

Commercial loan officer, Mike Schneider, worked closely with Tom Van Prooyen from Schepel to meet his needs in building the dealership’s unique Hummer showroom and test track in Merrillville, Indiana.

A more varied product line enables Schepel to offer cars that appeal to all age, demographic, and economic sectors. Good management decisions and timely efficient financing combined to make this successful product mix a reality.

You’ll notice the emphasis on “relationship.” Schepel Buick, Pontiac, GMC, Cadillac, Hummer also counts on the bank for a full portfolio of business services, including transaction processing and cash management.

Sand Ridge Bank has supported Schepel as they acquired three other dealerships and now...Hummer!

Michael Schneider,
Sand Ridge Bank

15

16

MAKING THE TEAM

Listening. It’s one of the most important skills we expect of our sales associates.

     Focusing on client needs, we have .fine-tuned a team approach to meeting those needs. Our bank at Union Centre in West Chester, Ohio, has been especially successful with assembling a great team to meet with prospective clients and offer them money-saving solutions.

     The process often begins when banking center manager, Gina Briede, teams up with senior commercial loan officer, Barry Lampley, to make a courtesy call. Talking with the prospective client, they listen for needs...online banking, cash management, lines of credit, merchant
processing, associate-benefits management, insurance, deposit services, and much more.

     As the relationship develops, Gina and Barry will widen their team by introducing the client to associates like Suzanne Reynolds who offers specialized business services, Andy Murphy for insurance, and Michele Stoffer for private banking.

     Using this approach, the Union Centre staff exceeded their targets for their first year of operation. Their team approach is a model for growing business.

Left to Right:
Barry Lampley, Senior Commercial Loan Officer
Suzanne Reynolds, Business Services Manager
Gina Briede, Union Centre Banking Center Manager

17

Board of Directors:

Bruce E. Leep,
Chairman of the Board,
First Financial Bancorp

Donald M. Cisle,
President,
Don S. Cisle Contractor, Inc.

Claude E. Davis,
President and Chief Executive Officer,
First Financial Bancorp;
Chairman of the Board, President,
and Chief Executive Officer
First Financial Bank, N.A.

Corinne R. Finnerty,
Partner,
McConnell & Finnerty,
Attorneys-at-Law

James C. Garland,
President,
Miami University

Murph Knapke,
Owner,
Knapke Law Office, Attorney-at-Law

William J. Kramer,
Vice President and General Manager,
Val-Co Pax, Inc.

Richard E. Olszewski,
Owner,
7 Eleven Food Stores

Barry S. Porter,
Retired Chief Financial Officer,
The Ohio Casualty Corp.

Steven C. Posey,
President,
Posey Property Company

Susan L. Purkrabek-Knust,
Managing Partner,
K.P. Properties and Omega
Warehouse Services

Directors Emeriti:

Arthur W. Bidwell
Thomas C. Blake
Merle F. Brady
Don S. Cisle, Jr.
Edward N. Dohn
Carl R. Fiora
Vaden Fitton
F. Elden Houts
Robert M. Jones
Charles T. Koehler
Joseph L. Marcum
Robert Q. Millan
Frank C. Neal
Joel H. Schmidt
Perry D. Thatcher
Hon. C. William Verity, Jr.

Senior Management:

Claude E. Davis, President and
Chief Executive Officer

C. Douglas Lefferson, Executive Vice
President and Chief Operating Officer

David S. Harvey, Executive Vice
President and Chief Credit Officer

Mark W. Immelt, Executive Vice
President, Wealth Resource Group

Samuel J. Munafo, Executive Vice
President, Banking Markets

Richard Barbercheck, Senior Vice
President and Chief Risk Officer

Gregory A. Gehlmann, Senior Vice
President and General Counsel

J. Franklin Hall, Senior Vice President
and Chief Financial Officer

John C. Hoying, Senior Vice President,
Retail Credit and Product Management

Jill L. Wyman, Senior Vice President,
Sales and Marketing

Market Presidents:

Adrian Breen
Butler-Warren

George Brooks
Celina-Van Wert

John Christman
Clyde

Cortney Collison
Hastings

Roger Furrer
Dayton-Middletown

Bradley Marley
Lafayette

John Marrocco
Cincinnati

Thomas Saelinger
Northern Kentucky

Michael Sorrells
SE Indiana

Michael Terrone
North Manchester

Jim Weiseman
Hartford City

(recruiting in progress)
NW Indiana

Senior Management Left to Right:

C. Douglas Lefferson, Gregory A. Gehlmann, Samuel J. Munafo, John C. Hoying, Claude E. Davis,

J. Franklin Hall, David S. Harvey, Richard Barbercheck, Mark W. Immelt, and Jill L. Wyman

18

CRUNCHING THE NUMBERS

19

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Annual Report contains forward-looking statements. See Page 32 for further information on the risks and uncertainties associated with forward-looking statements.

The following discussion and analysis is presented to facilitate the understanding of the financial position and results of operations of First Financial Bancorp (First Financial or the Company). It identifies trends and material changes that occurred during the reporting periods and should be read in conjunction with the consolidated financial statements and accompanying notes. All dollar amounts, except per share data, are expressed in thousands of dollars.

EXECUTIVE SUMMARY

First Financial is a bank holding company headquartered in Hamilton, Ohio. As of December 31, 2005, First Financial, through its subsidiaries, operates in western Ohio, Indiana, northern Kentucky, and southern Michigan. These subsidiaries include a registered investment advisory company and a commercial bank with 105 banking centers and 111 ATMs. Within these two subsidiaries, First Financial operates two product groups: banking and wealth management. Beginning in 2006, First Financial will report these product groups (components) as lines of business. The banking component operates in different markets under the First Financial Bank, Community First Bank & Trust, and Sand Ridge Bank names and includes mortgage banking, deposit gathering, lending, and related services to businesses and consumers. The wealth-management component includes First Financial Capital Advisors LLC and First Financial Insurance and provides a full range of investment alternatives, including trust services, insurance, brokerage, private client, and other related services.

On March 14, 2005, First Financial announced the details of its new strategic plan that was to form one banking company with two product groups. These product groups include banking and wealth management. The banking component includes one nationally chartered bank, First Financial Bank, N.A., “doing business as” First Financial Bank, Community First Bank & Trust, and Sand Ridge Bank.

First Financial has experienced many significant expenses during 2005 as a result of the execution of the strategic plan. These expenses have been incurred to achieve several restructuring objectives: organizational, personnel, and balance sheet. First Financial believes that these restructurings are essential to achieve the objectives of top-quartile peer performance over the long-term.

First Financial formalized a Capital Plan approved by its board of directors during the third quarter of 2005. The Capital Plan establishes ranges for targeted capital ratios as follows: leverage ratio from 8.00% to 8.50%; risk-based capital ratio of 12.75% to 13.25%; tangible equity to tangible assets of 6.75% to 7.25%. These capital levels were determined by management to be consistent with our assessment of the requirements to address estimated risks, to support a stable dividend to shareholders, and to support estimated organic growth of the franchise.

First Financial completed its balance sheet restructuring in February of 2006, improving its net interest margin and reducing the size of the balance sheet by $184,000 through the sale of investment securities and the payoff of Federal Home Loan Bank borrowings. This restructure included approximately $6,519 of securities impairment charges. In 2005, the restructure included charges in February of 2006 of $4,295 or $0.07 per share in debt prepayment penalties and $498 or $0.01 per share in additional losses on the sale of investment securities. This transaction should improve the company’s net interest margin by approximately 33 basis points and add approximately $0.06 in annualized earnings per share beginning in 2006. See the Noninterest Income section for further information on the impairment charge on investment securities.

First Financial’s return on equity for 2005 was 10.40%, which compares to 11.21% and 10.27% for 2004 and 2003, respectively. First Financial’s return on assets for 2005 was 1.00%. This compares to return on assets of 1.05% and 0.99% for 2004 and 2003, respectively.

The major components of First Financial’s operating results for the past five years are summarized in Table 1 and discussed in greater detail on subsequent pages. For a thorough understanding of First Financial’s financial results and conditions, this discussion should be read in conjunction with the statistical data and consolidated financial statements on Pages 33 through 60.

RECENT EXPANSIONS, MERGERS, AND DISPOSITIONS

In 2005, First Financial opened three new offices in northern Kentucky and northwest Indiana. In 2004, First Financial opened two new banking centers in growing markets, one of which was opened in the fourth quarter of 2004. First Financial opened three banking centers in 2003, two of which were opened in the fourth quarter. The Company also continues to expand its retail branch network in its higher growth markets. First Financial’s plan is to open four new offices in 2006 with three of those being in southwest Ohio and one in northwest Indiana. In 2007, the Company is currently planning to open four to eight new offices in the southwest Ohio and northwest Indiana markets.

In March of 2005, First Financial completed its original plan for regionalization by merging its Citizens First State Bank, Hartford City, Indiana, into Community First Bank & Trust. First Financial also merged its Heritage Community Bank, Columbus, Indiana, subsidiary into First Financial Bank, Hamilton, Ohio.

In the third quarter of 2005, First Financial completed the consolidation of its three subsidiary banks and merger of its operations center under a single national banking charter. In addition, First Financial completed the sale of the Fidelity Federal Savings Bank, headquartered in Marion, Indiana, to Mutual Federal Savings Bank in Muncie, Indiana. This transaction resulted in an after-tax gain of $6,738 or $0.16 per diluted share. Fidelity Federal is reported as a discontinued operation for financial reporting purposes for all periods presented.

Also in the third quarter of 2005, First Financial made the strategic decision to discontinue offering the dealer-originated installment loan product (indirect lending for automobiles, boats, and RVs). This decision was based primarily on the low profit margin of this highly competitive, rate-driven product. First Financial will continue offering auto, boat, and RV loans to customers directly through its branch network. As of December 31, 2005, the indirect loan portfolio balance was approximately $173,000. In September of 2005, First Financial sold $42,000 of its marine and RV indirect portfolio for a loss of approximately $1,649.

In the fourth quarter of 2005, First Financial sold approximately $64,000 of fixed-rate mortgage loans that no longer fit the risk profile of the company for a gain of $787. First Financial also changed its approach to first mortgage lending. The plan is to originate predominantly secondary-market-eligible loans and to sell a majority of loans at origination to better manage interest-rate risk and to improve net interest margin. In future periods, this should result in a reduction in the mortgage loan portfolio and an increase in gain on sale revenue. During the fourth quarter, the retail mortgage loan portfolio declined by $85,400 of which $64,000 was due to the previously mentioned sale of mortgage loans.

OVERVIEW OF OPERATIONS

The primary source of First Financial’s revenue is net interest income and fees from financial services provided to customers. Business results tend to be influenced by overall economic factors, including market interest rates, business spending, and consumer confidence, as well as competitive conditions within the marketplace. The most significant market factors affecting 2005 results were the increasing interest rate environment and the related competitive driven market deposit rate increases.

Net interest income in 2005 was down 5.15% from 2004 and 0.35% from 2003, primarily due to increased deposit rates and reductions in asset levels due to strategic loan sales. Net interest margin was 3.87% for 2005, compared with 3.97% in 2004, and 4.07% in 2003. The lower net interest margin in 2005 reflects lower spreads on loans due to the flattening of the yield curve and increased competition.

Average loans decreased 1.11% from 2004, primarily due to the sale of $42,000 in the indirect portfolio and $64,000 in mortgage loans referred to previously. First Financial plans to sell most of its future production of residential mortgage loans, subject to market conditions. Accordingly, mortgage loan growth is expected to slow in future periods. A slowing housing market and overcapacity in the mortgage industry has resulted in lower mortgage production and a decline in the gain on sale recognized upon sale of these loans into the secondary markets. It is not known when the overall mortgage environment will begin to show significant improvement.

Service charges on deposits increased 2.00% over 2004 and declined 3.00% from 2003. The increase in 2005 is consistent with the increase in average deposit balances of about 2.12%. Average noninterest-bearing deposits grew 5.97% compared with the prior year reflecting the increased emphasis First Financial has had on deposit growth.

Noninterest expenses in 2005 included $4,389 of costs and other charges related to the implementation of the strategic plan. See further discussion in the Noninterest Expense section.

Credit quality declined somewhat in 2005 from 2004. Net charge-offs as a percentage of average loans were 0.30%, four basis points worse than 2004, but 39 basis points better than 2003. While commercial loan charge-offs increased in 2005 from 2004, they are significantly better than the previous three years. Installment loan charge-offs declined in 2005 from $6,145 to $5,191. Included in the 2005 charge-offs was approximately $1,000 due to an increase in consumer bankruptcies declared prior to the recently enacted reform legislation.

20 First Financial Bancorp 2005 Annual Report

TABLE 1 — FINANCIAL SUMMARY

	December 31,
(Dollars in thousands, except per share data)	2005			2004			2003			2002			2001
Summary of operations
Interest income	$	200,697		$	196,472		$	200,686		$	232,223		$	280,081
Tax equivalent adjustment (1)		2,983			3,231			3,642			4,108			4,405
Interest income tax — equivalent (1)		203,680			199,702			204,328			236,331			284,486
Interest expense		67,730			56,290			60,007			74,135			121,589
Net interest income tax — equivalent (1)	$	135,950		$	143,412		$	144,321		$	162,196		$	162,897
Interest income	$	200,697		$	196,472		$	200,686		$	232,223		$	280,081
Interest expense		67,730			56,290			60,007			74,135			121,589
Net interest income		132,967			140,182			140,679			158,088			158,492
Provision for loan losses		5,571			5,978			18,287			15,772			26,334
Noninterest income		53,262			59,646			61,755			56,130			53,545
Noninterest expenses		137,236			133,454			130,319			130,231			122,568
Earnings from continuing operations before income taxes		43,422			60,396			53,828			68,215			63,135
Income tax expense		12,614			19,295			16,889			21,578			21,260
Earnings from continuing operations		30,808			41,101			36,939			46,637			41,875
Discontinued operations
Other operating (loss) income		583			(21	)		1,528			2,555			2,306
Gain on sale of discontinued operations		10,366			0			0			0			0
Earnings (loss) from discontinued operations before income taxes		10,949			(21	)		1,528			2,555			2,306
Income tax expense (benefit)		3,824			(38	)		561			957			872
Earnings from discontinued operations		7,125			17			967			1,598			1,434
Net earnings	$	37,933		$	41,118		$	37,906		$	48,235		$	43,309
Per share data
Earnings per share from continuing operations:
Basic	$	0.72		$	0.94		$	0.83		$	1.02		$	0.88
Diluted	$	0.71		$	0.94		$	0.83		$	1.01		$	0.88
Earnings per share from discontinued operations:
Basic	$	0.17		$	0.00		$	0.02		$	0.03		$	0.03
Diluted	$	0.17		$	0.00		$	0.02		$	0.03		$	0.03
Earnings per share
Basic	$	0.89		$	0.94		$	0.85		$	1.05		$	0.91
Diluted	$	0.88		$	0.94		$	0.85		$	1.04		$	0.91
Cash dividends declared	$	0.64		$	0.60		$	0.60		$	0.60		$	0.60
Average common shares outstanding - basic (in thousands)		43,084			43,819			44,371			45,881			47,428
Average common shares outstanding - diluted (in thousands)		43,173			43,880			44,423			46,001			47,479
Selected year-end balances
Total assets	$	3,690,808		$	3,916,671		$	3,956,062		$	3,729,952		$	3,854,794
Earning assets		3,333,406			3,488,519			3,512,721			3,296,711			3,392,096
Investment securities (2)		607,983			667,938			799,599			613,625			610,983
Loans, net of unearned income		2,627,423			2,808,037			2,708,626			2,652,421			2,773,812
Deposits		2,925,439			2,905,865			2,863,485			2,831,025			3,001,731
Noninterest-bearing demand deposits		440,988			438,367			409,660			416,677			443,330
Interest-bearing demand deposits		247,187			204,094			202,559			315,857			332,016
Savings deposits		989,990			1,013,057			1,001,342			832,374			776,592
Time deposits		1,247,274			1,250,347			1,249,924			1,266,117			1,449,792
Federal Home Loan Bank long-term debt		286,655			330,356			296,979			264,051			233,395
Other long-term debt		30,930			30,930			30,000			10,000			0
Shareholders’ equity		299,881			371,455			366,483			377,603			384,544
Ratios based on average balances
Loans to deposits		94.81	%		97.91	%		94.84	%		94.02	%		93.20	%
Net charge-offs to loans		0.30	%		0.26	%		0.69	%		0.54	%		0.73	%
Shareholders’ equity to
Total assets		9.57	%		9.40	%		9.62	%		10.34	%		10.26	%
Deposits		12.54	%		12.89	%		12.93	%		13.45	%		13.10	%
Return on Assets		1.00	%		1.05	%		0.99	%		1.30	%		1.12	%
Return on Equity		10.40	%		11.21	%		10.27	%		12.54	%		10.94	%
Net interest margin		3.87	%		3.97	%		4.07	%		4.74	%		4.57	%
Net interest margin (tax equivalent basis)		3.96	%		4.07	%		4.18	%		4.86	%		4.70	%
Dividend payout		72.73	%		63.83	%		70.59	%		57.14	%		65.93	%

(1)	Tax equivalent basis was calculated using a 35.0% tax rate in all years presented.
(2)	Includes investment securities held-to-maturity, investment securities available-for-sale, and other investments.

First Financial Bancorp 2005 Annual Report 21

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

2005 vs. 2004. First Financial’s net earnings decreased $3,185 or 7.75% to $37,933, compared to net earnings of $41,118 in 2004. Earnings from continuing operations were $30,808, a decrease of $10,293 or 25.04% from 2004. Earnings from discontinued operations were $7,125 for 2005 compared to $17 for 2004. The earnings from discontinued operations in 2005 included a pre-tax gain of $10,366, or a net gain $6,738, from the sale of the Fidelity Federal Savings Bank.

While the gain on discontinued operations contributed $10,366 in pre-tax earnings, the previously mentioned impairment on investments securities decreased pre-tax earnings $6,519. Net interest income, First Financial’s principal source of earnings, decreased $7,215 or 5.15% in 2005 from 2004. Rising rates were the primary reason interest expense increased $11,440 in 2005, which more than offset the positive effect on earning assets. Refer to Table 2 for more detail and the Net Interest Income section that follows. Other factors were the increase in noninterest expense due to strategic plan expenses of approximately $4,389 discussed in the Noninterest Expense section.

Total assets at December 31, 2005, were $3,690,808, a decrease of $225,863 or 5.77% from year-end 2004. Total assets decreased due to a $180,614 decrease in loans and a $59,955 decrease in the investment securities portfolio. Most of the decrease in loans was due primarily to the sale of approximately $42,000 in indirect loans in the third quarter of 2005 and the sale of approximately $64,000 in fixed-rate mortgage loans in the fourth quarter of 2005. There was also a decrease of $52,895 in commercial loans due to the strategic repositioning of certain commercial loan types. The decrease in the investment securities was primarily due to the paydown of mortgage-backed securities.

2004 vs. 2003. First Financial’s net earnings increased 8.47% to $41,118 in 2004, compared to net earnings of $37,906 in 2003. First Financial’s diluted earnings per share increased 10.59% to $0.94, from $0.85 in 2003. First Financial’s earnings from continuing operations increased 11.27% to $41,101 in 2004 from $36,939 in 2003 while earnings from discontinued operations decreased to $17 in 2004 from $967 in 2003.

The 2004 earnings increased from 2003 as a result of the provision for loan loss expense being $12,309 lower in 2004 than in 2003. This positive impact was offset by lower net interest income due to the low interest rate environment and resulting net interest margin compression. Net interest income decreased $497 or 0.35% in 2004 from 2003. Lower interest rates resulted in lower loan yields in an environment where it was increasingly difficult to lower rates on deposit accounts correspondingly. However, the volume of earning assets and interest-bearing liabilities offset the effect of the rates. For more detail, refer to Table 2 and the Net Interest Income section that follows. Other factors offsetting the decrease in provision for loan losses were a decrease in noninterest income and an increase in noninterest expense.

Total assets at December 31, 2004, were $3,916,671, a decrease of $39,391 or 1.00% from year-end 2003. Total assets decreased as a result of investments declining by $131,661, but total loans grew by $99,411.

2003 vs. 2002. First Financial’s net earnings decreased 21.41% to $37,906 in 2003, compared to net earnings of $48,235 in 2002. First Financial’s diluted earnings per share decreased 19.05% to $0.85, from $1.05 in 2002. First Financial’s earnings from continuing operations decreased 20.79% to $36,939 in 2003 from $46,637 in 2002 while earnings from discontinued operations decreased 39.49% to $967 in 2003 from $1,598 in 2002.

The 2003 earnings decreased from 2002 primarily as the result of lower net interest income due to the low interest rate environment and resulting net interest margin compression. Lower interest rates resulted in lower loan and investment yields in an environment where it was increasingly difficult to lower rates on deposit accounts correspondingly. Net interest income decreased $17,409 or 11.01% in 2003 from 2002. Included in this decrease is the $1,500 negative impact of accelerated amortization of loan premiums related to the mobile home loan sale in 2003. To a lesser extent, higher provision for loan loss expense also contributed to lower earnings. The 2003 provision for loan loss expense includes approximately $3,000 related to the sale of distressed commercial and commercial real estate loans. The unfavorable variances in net interest income and provision for loan loss expense were partially offset by noninterest income, which increased 10.02% or $5,625 in 2003 from 2002. The increase in noninterest income was the result of gains on the sale of two banking centers and a life insurance gain in 2003. First Financial’s noninterest expense remained flat year-over-year. Noninterest expense in 2003 was impacted by a severance payment of $3,100, and 2002 had $4,100 in non-recurring consolidation expenses.

NET INTEREST INCOME

Net interest income, First Financial’s principal source of earnings, is the excess of interest received from earning assets over interest paid on interest-bearing liabilities. First Financial’s net interest income for the years 2001 through 2005 is shown in Table 1.

2005 vs. 2004. Interest income was $200,697 in 2005, an increase of $4,225 or 2.15% from 2004. The increase in interest income was primarily a result of increased rates on earning assets, especially loans. The yield on earning assets increased 27 basis points from 5.57% in 2004 to 5.84% in 2005. The positive effect of rates on earnings assets was somewhat offset by reduced volume of earning assets.

Interest expense was $67,730 in 2005, an increase of $11,440 from 2004. This increase was also a result of increased rates on interest-bearing liabilities. The average rate paid on interest-bearing liabilities in 2005 increased to 2.32% from 1.87% in 2004.

TABLE 2 • VOLUME/RATE ANALYSIS – TAX EQUIVALENT BASIS (1)

	2005 change from 2004 due to									2004 change from 2003 due to
(Dollars in thousands)	VOLUME			RATE			TOTAL			VOLUME			RATE			TOTAL
Interest income
Loans	$	(1,950	)	$	8,153		$	6,203		$	4,718		$	(10,790	)	$	(6,072	)
Investment securities (2)
Taxable		(3,572	)		654			(2,918	)		848			2,231			3,079
Tax-exempt		(874	)		(42	)		(916	)		(1,127	)		(370	)		(1,497	)
Total investment securities interest (2)		(4,446	)		612			(3,834	)		(279	)		1,861			1,582
Interest-bearing deposits with other banks		(57	)		9			(48	)		(8	)		(25	)		(33	)
Federal funds sold and securities purchased under agreements to resell		1,565			92			1,657			(109	)		6			(103	)
Total		(4,888	)		8,866			3,978			4,322			(8,948	)		(4,626	)
Interest expense
Interest-bearing demand deposits		327			1,904			2,231			(264	)		(54	)		(318	)
Savings deposits		(54	)		3,110			3,056			305			(981	)		(676	)
Time deposits		770			5,770			6,540			(1,103	)		(3,522	)		(4,625	)
Short-term borrowings		(2,586	)		1,973			(613	)		604			62			666
Federal Home Loan Bank long-term debt		(1	)		(343	)		(344	)		1,323			(690	)		633
Other long-term debt		0			570			570			551			52			603
Total		(1,544	)		12,984			11,440			1,416			(5,133	)		(3,717	)
Net interest income	$	(3,344	)	$	(4,118	)	$	(7,462	)	$	2,906		$	(3,815	)	$	(909	)

(1)	Tax equivalent basis was calculated using a 35.0% tax rate.
(2)	Includes investment securities held-to-maturity, investment securities available-for-sale, and other investments.

22 First Financial Bancorp 2005 Annual Report

Net interest income decreased $7,215 or 5.15% as a result of the increased funding costs, somewhat offset by increased earning asset yields.

2004 vs. 2003. Interest income was $196,472 in 2004, a decrease of $4,214 or 2.10% from 2003. The decrease in interest income was primarily the result of the continued downward re-pricing of adjustable-rate earning assets and replacement of assets in a low-rate environment. The negative effect of the rates on earning assets was somewhat offset by an increase in the volume of earning assets, specifically an increase in loan volume.

Total interest expense was $56,290 in 2004, a decrease of $3,717 or 6.19% from 2003. The interest expense was primarily impacted by a decrease in the rate paid on interest-bearing liabilities. The average rate paid for deposits and borrowings decreased to 1.87% during 2004 from 2.05% during 2003.

Net interest income decreased $497 or 0.35% as a result of the lower earning asset yields, which were not offset by corresponding decreases in funding costs.

2003 vs. 2002. Interest income was $200,686 in 2003, a decrease of $31,537 or 13.58% from 2002. The decrease in interest income was primarily the result of continued downward re-pricing of adjustable rate earning assets and replacement of assets in a low-rate environment. Total interest expense was $60,007 in 2003, a decrease of $14,128 or 19.06% from 2002. The interest expense was primarily impacted by a decrease in the rate paid on interest-bearing liabilities. The average rate paid for deposits and borrowings decreased to 2.05% during 2003 from 2.70% during 2002. Net interest income decreased $17,409 or 11.01% during 2003 as a result of lower earning asset yields, which were not offset by corresponding decreases in funding costs.

The interest-rate spread and the net interest margin are two ratios frequently used to measure differences in net interest income. The interest-rate spread (the average rate on earning assets minus the average rate on interest-bearing liabilities) was 3.52% for 2005, 3.70% for 2004, and 3.76% for 2003. The net interest margin (net interest income divided by average earning assets) decreased 10 basis points, to 3.87% in 2005 from 3.97% in 2004. The reduction in the 2005 margin was primarily a result of the increase in rates on interest-bearing liabilities. The net interest margin also decreased 10 basis points in 2004 from 4.07% in 2003. This decrease was a result of the first quarter of 2004 sale of $7,000 of mobile-home loans, for which First Financial accelerated the amortization of $1,500 in loan premiums in the fourth quarter of 2003. This acceleration negatively impacted the net interest margin by 4 basis points. The low-interest rate conditions of 2003, driven by a 75 basis point reduction in rates initiated by the Federal Reserve since November of 2002, created an environment in which continued downward re-pricing of assets without a like decrease in deposit rates resulted in the margin decreasing or margin compression.

For analytical purposes, a section showing interest income on a tax equivalent basis is also presented in Table 1. The tax equivalent adjustment recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35.0% tax rate for all years presented.

The amount of net interest income is determined by the volume and mix of earning assets, the rates earned on such earning assets, and the volume, mix, and rates paid for the deposits and borrowed money that support the earning assets. Table 2 describes the extent to which changes in interest rates and changes in volume of earning assets and interest-bearing liabilities have affected First Financial’s net interest income on a tax equivalent basis during the years indicated. The combined effect of changes in volume and rate has been allocated proportionately to the change due to volume and the change due to rate. Table 2 should be read in conjunction with the Statistical Information shown on Page 33.

Nonaccruing loans were included in the daily average loan balances used in determining the yields in Table 2. Interest foregone on nonaccruing loans is disclosed in Note 8 of the Notes to Consolidated Financial Statements and is not considered to have a material effect on the reasonableness of these presentations. In addition, the amount of loan fees included in the interest income computation for 2005, 2004, and 2003 was $4,393, $5,745, and $6,307, respectively.

NONINTEREST INCOME AND NONINTEREST EXPENSES

A listing of noninterest income and noninterest expenses for 2005, 2004, and 2003 is reported in Table 3.

NONINTEREST INCOME

2005 vs. 2004. Noninterest income decreased $6,384 or 10.70% from 2004. The primary reason for the decrease in noninterest income is the $6,519 charge First Financial recorded for securities that were “other than temporarily impaired” (OTTI) as part of its strategy announced and executed in February of 2006 to restructure a portion of its balance sheet. This restructure included selling $186,000 in investment securities and paying down $185,000 of Federal Home Loan Bank

TABLE 3 • NONINTEREST INCOME AND NONINTEREST EXPENSES

	2005						2004					2003
				% CHANGE					% CHANGE					% CHANGE
				INCREASE					INCREASE					INCREASE
(Dollars in thousands)	TOTAL			(DECREASE)			TOTAL		(DECREASE)			TOTAL		(DECREASE)
Noninterest income
Service charges on deposit accounts	$	18,976			2.00	%	$	18,604		-3.00	%	$	19,179		-0.59	%
Trust revenues		15,988			0.54	%		15,902		9.67	%		14,500		-5.75	%
Bankcard interchange income		6,186			17.54	%		5,263		14.19	%		4,609		6.99	%
Gains from sales of loans		903			-42.15	%		1,561		-69.02	%		5,039		14.44	%
Other		17,728			-3.20	%		18,314		-0.47	%		18,401		45.44	%
Subtotal		59,781			0.23	%		59,644		-3.38	%		61,728		10.15	%
(Losses) gains on impairment and sales of investment securities		(6,519	)		N/M			2		N/M			27		N/M
Total	$	53,262			-10.70	%	$	59,646		-3.42	%	$	61,755		10.02	%
Noninterest expenses
Salaries and employee benefits	$	77,690			2.93	%	$	75,475		0.20	%	$	75,328		6.96	%
Net occupancy		9,610			14.61	%		8,385		10.80	%		7,568		-4.04	%
Furniture and equipment		6,276			-12.51	%		7,173		1.90	%		7,039		-7.87	%
Data processing		6,317			-4.62	%		6,623		7.32	%		6,171		-18.02	%
Marketing		2,464			-7.02	%		2,650		0.00	%		2,650		31.12	%
Communication		3,085			10.38	%		2,795		-6.77	%		2,998		-9.29	%
Professional services		6,466			19.19	%		5,425		17.09	%		4,633		4.75	%
Amortization of intangibles		880			0.46	%		876		6.31	%		824		-2.72	%
Other		24,448			1.65	%		24,052		4.09	%		23,108		-11.66	%
Total	$	137,236			2.83	%	$	133,454		2.41	%	$	130,319		0.07	%

N/M = Not meaningful

First Financial Bancorp 2005 Annual Report 23

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(FHLB) borrowings. The anticipated sale of the investment securities required recognition of an impairment loss of approximately $6,519 or $0.10 per share in the fourth quarter of 2005. The anticipated restructuring and intent to sell these investment securities whose market values are below carrying amount requires a write down of the securities to market value through an impairment loss. Since these securities were all classified as available-for-sale, the write-down to the cost basis did not affect total capital. Fluctuations in the market value of securities held by First Financial relate primarily to changes in interest rates, and management believes, at this time, that all remaining impairment in the securities portfolio is temporary.

Net of the effect of the impairment charge on investment securities, noninterest income increased $135 from 2004. Gains on the sales of loans decreased $658 primarily due to the loss on the sale of the indirect loans in the third quarter of 2005 of $1,649, offset by an increase of $787 due to the previously mentioned sale of approximately $64,000 in mortgage loans in the fourth quarter of 2005. This decrease in loan sale gains was offset by an increase in bankcard interchange income of $923 from increased card usage and an increase in service charges on deposit accounts of $372 due to increased deposit balances. Other noninterest income decreased $586 primarily due to a decrease in executive life insurance income of $451.

2004 vs. 2003. Noninterest income in 2004 decreased $2,109 or 3.42% over 2003. This decrease was the result of the gain reported on the sale of two banking centers in 2003, partially offset by an increase in trust fees, additional life insurance income, and increased brokerage fees. Declines in the impairment reserve on the mortgage-servicing assets was $1,253, compared with impairment charges of $1,657 in 2003, a net change of $2,910. This positive change was also offset by a decrease in gains on the sale of mortgage loans from $5,039 to $1,561 in 2004. Service charges on deposit accounts were relatively flat, decreasing $575 or 3.00% in 2004 compared with 2003. Trust revenues increased $1,402 or 9.67% from the prior year.

2003 vs. 2002. Noninterest income increased $5,625 or 10.02% over 2002. This increase was a result of approximately $5,000 in gains from the sale of two banking centers in 2003. Also contributing to the increase was a non-recurring life insurance gain of $1,500 due to the death of a retired senior officer. Gains from sales of mortgage loans increased $636 or 14.44% as a result of the low-interest rate environment and continued high level of refinancing activity. The increased prepayment speeds on mortgages, however, also resulted in reduced other income due to mortgage-servicing asset impairment charges recorded in a valuation reserve. These impairment charges were $1,160 higher than those recorded in 2002. Service charges on deposit accounts were relatively flat, decreasing $114 or 0.59% in 2003 compared with 2002. Trust revenues decreased $885 or 5.75% from the prior year.

NONINTEREST EXPENSES

2005 vs. 2004. Noninterest expenses increased $3,782 or 2.83%, in 2005 compared with 2004, of which $4,389 was due to non-recurring operational consolidation costs. Salaries and employee benefits increased $2,215 or 2.93% due to severance and restructuring charges of approximately $2,768 and increases in health-care expenses of $576 and pension expense of $689. These increases were offset by a reduction of $1,129 in salaries expense not related to severance and restructuring charges. Net occupancy expenses increased $1,225 or 14.61% due to increased building depreciation, utilities, and related expenses. Professional services increased $1,041 or 19.19% due to placement and consulting fees. Data-processing expense decreased $306 or 4.62% due to fewer contracted outsourced charges for customized system changes since management was focusing on internal consolidations. Other noninterest expenses increased $396 or 1.65%. This increase is primarily a result of increased credit card expense of $638 from increased card usage and legal expense of $397 primarily due to the charter consolidation and the tender offer, offset by decreases in directors’ fees of $308 due to a decrease in the number of directors as a result of the consolidation and gains/losses on the sale of fixed assets of $316. Non-recurring costs associated with salaries, data processing, legal and professional services, and other expenses were $2,768, $222, $920, and $479, respectively.

2004 vs. 2003. Noninterest expenses increased $3,135 or 2.41%, in 2004 compared to 2003. Salaries and employee benefits increased slightly, $147 or 0.20%. Net occupancy expenses increased $817 or 10.80% due to increased building rent, depreciation, and related expenses. Data-processing expense increased $452 or 7.32% due to consolidation activities outside the scope of the consolidation effort. Professional services increased $792 or 17.09% due to the search for a new chief executive officer and direct consulting expenses for Sarbanes-Oxley Section 404 internal control documentation and testing. Other noninterest expenses increased $944 or 4.09% due to an $831 charge associated with the merger of Heritage Community Bank into First Financial Bank.

2003 vs. 2002. Noninterest expenses increased slightly, $88 or 0.07%, in 2003 compared with 2002. The category with the most significant increase was salaries and employee benefits, increasing $4,904 or 6.96% due primarily to a $3,100 charge attributable to the Separation Agreement and Release for First Financial’s former chief executive officer, Stanley N. Pontius. Pension expense, included in employee benefits, was $1,000 higher than 2002 as a result of pension investment performance and changes to interest-rate assumptions due to a prolonged period of low interest rates. First Financial did not fully realize personnel efficiencies associated with its consolidation initiative as some of the full-time equivalent reductions were absorbed through increases in the risk management and credit-control functions. In 2002, consolidation expenses impacted the noninterest expense categories of furniture and equipment, data processing, and other noninterest expense for a total of $4,063. As a result of these higher-than-normal 2002 expenses, 2003 furniture and equipment expenses decreased $601, data-processing expense decreased $1,356, and other noninterest expenses decreased $3,049 from 2002.

INCOME TAXES

First Financial’s tax expense in 2005 totaled $16,438 compared to $19,257 in 2004 and $17,450 in 2003, resulting in effective tax rates of 30.23%, 31.90%, and 31.52%, in 2005, 2004, and 2003, respectively. The decrease in 2005’s effective tax rate is due to a decrease in state income tax expense as a result of a state income tax refund from prior years. The slight increase in 2004’s effective tax rate is primarily due to a decrease in tax-exempt income.

Tax expense relating to earnings from continuing operations totaled $12,614, $19,295, and $16,889 for 2005, 2004, and 2003, respectively. The effective tax rates were 29.05%, 31.95%, and 31.38%, respectively.

Tax expense related to discontinued operations totaled $3,824 for 2005, a tax benefit of $38 for 2004, and a tax expense of $561 for 2003. The respective effective tax rates are 34.93%, 180.95%, and 36.71%. The effective tax rate for 2004 is a deferred tax benefit and is due to a large provision for loan loss expense without recording a like charge-off. The taxes on gain from the sale of the discontinued operations were $3,628. No taxes related to securities transactions were recorded for discontinued operations.

Further analysis of income taxes is presented in Note 12 of the Notes to Consolidated Financial Statements.

LOANS

2005 vs. 2004. Loans, net of unearned income, decreased $180,614 or 6.43% during 2005 with average balances decreasing $31,071 or 1.11%. This decrease

TABLE 4 • LOAN PORTFOLIO

	December 31,
(Dollars in thousands)	2005		2004		2003		2002		2001
Commercial	$	582,594	$	635,489	$	658,331	$	683,015	$	796,714
Real estate — construction		86,022		86,345		68,700		82,305		70,205
Real estate — mortgage		1,418,413		1,478,930		1,403,805		1,311,333		1,289,816
Installment, net of unearned income		515,200		580,150		543,870		532,669		558,092
Credit card		22,936		21,894		21,679		22,068		22,846
Lease financing		2,258		5,229		12,241		21,031		36,139
Total	$	2,627,423	$	2,808,037	$	2,708,626	$	2,652,421	$	2,773,812

24 First Financial Bancorp 2005 Annual Report

TABLE 5 • LOAN MATURITY/RATE SENSITIVITY

	December 31, 2005
	Maturity
			After one
	Within		but within		After
(Dollars in thousands)	one year		five years		five years		Total
Commercial	$	380,078	$	145,697	$	56,819	$	582,594
Real estate — construction		52,259		28,780		4,983		86,022
Total	$	432,337	$	174,477	$	61,802	$	668,616

	Sensitivity to changes in interest rates
	Predetermined		Variable
(Dollars in thousands)	rate		rate
Due after one year but within five years	$	60,402	$	114,075
Due after five years		17,532		44,270
Total	$	77,934	$	158,345

was due to the sale of approximately $42,000 in indirect marine and recreational vehicle loans and approximately $64,000 in mortgage loans. At year-end 2005, the commercial loan portfolio showed a decline of $52,895 attributable to the strategic decision to allow certain commercial loans to exit the bank. First Financial has somewhat narrowed the types of commercial lending it will pursue.

First Financial’s loans cover a broad range of borrowers characterizing the western Ohio, southern Michigan, northern Kentucky, and Indiana markets. There were no loan concentrations of multiple borrowers in similar activities at December 31, 2005, which exceeded 10.00% of total loans.

First Financial’s subsidiaries are dedicated to meeting the financial needs of individuals and businesses living and operating in the communities they serve. Therefore, First Financial’s loan portfolio is primarily composed of residential and commercial real estate mortgage loans, commercial loans, and installment loans.

At December 31, 2005, real estate mortgage loans composed 53.99% of First Financial’s total loan portfolio and installment loans composed another 19.61% of the total loan portfolio. Commercial loans equaled 22.17% of the total portfolio; and real estate construction, credit card lending, and lease financing made up the remaining 4.23% of the portfolio.

2004 vs. 2003. Loans, net of unearned income, increased $99,411 or 3.67% during 2004 with average balances increasing $78,838 or 2.91%. This increase was achieved even though First Financial sold approximately $46,000 in loan balances through branch sales, a distressed loan portfolio sale, and a mobile home loan portfolio sale. Primarily, loan growth has been centered in the commercial real estate category as demand improved, primarily in the southwestern Ohio market.

At December 31, 2004, real estate mortgage loans composed 52.67% of First Financial’s total loan portfolio and installment loans composed another 20.66% of the total loan portfolio. Commercial loans equaled 22.63% of the total portfolio; and real estate construction, credit card lending, and lease financing made up the remaining 4.04% of the portfolio.

Real estate mortgage loans are generally considered to be the safest loan investments because of the real estate securing the loans. Installment loans include unsecured loans, second mortgage loans, secured lines of credit, secured and unsecured home improvement loans, automobile loans, student loans, and loans secured by savings, stocks, or life insurance. First Financial’s banking subsidiary offers a wide variety of commercial loans, including small-business loans, agricultural loans, equipment loans, and lines of credit.

Subject to First Financial’s guidelines and policy, credit underwriting and approval occur within the market originating the loan. First Financial has established market lending limits to handle the majority of customer requests in a timely manner. Loan applications for principal amounts greater than a designated amount require the chief credit officer’s approval, or in his absence, the chief executive officer’s approval. Any plans to purchase or sell a participation in a loan also require the chief lending officer’s approval.

First Financial receives requests to renew maturing loans as a normal part of business. Such requests are especially common with commercial loans and with real estate loans that are scheduled to mature before being fully amortized.

The requests are reviewed by the bank’s loan committee or by designated loan personnel, as appropriate, and may be approved, approved with modifications, or denied. Required modifications may include, among other items, a reduction in the loan balance, a change in the interest rate, an increase in collateral, or the initiation of monthly principal payments.

Table 5 indicates the contractual maturity of commercial loans and real estate construction loans outstanding at December 31, 2005. Loans due after one year are classified according to their sensitivity to changes in interest rates.

ASSET QUALITY

First Financial records a provision for loan losses (provision) in the Consolidated Statements of Earnings to provide for expected credit losses. Actual losses on loans and leases are charged against the allowance for loan losses (allowance), which is a reserve accumulated on the Consolidated Balance Sheets through the provision. The recorded values of the loans and leases actually removed from the Consolidated Balance Sheets are referred to as charge-offs and, after netting out recoveries on previously charged-off assets, become net charge-offs. First Financial’s policy is to charge-off loans when, in management’s opinion, collection of principal is in doubt. All loans charged-off are subject to continuous review and concerted efforts are made to maximize recovery.

Management records the provision in amounts sufficient to result in an allowance that will cover risks believed to be inherent in the loan portfolio. Management’s evaluation in establishing the provision includes such factors as historical loss and recovery experience, known deterioration in loans, periodic external loan evaluations, prevailing economic conditions that might have an impact on the portfolio, lending personnel experience and changes, lending strategies, and ratios of delinquent, nonaccrual, and classified loans. The evaluation is inherently subjective as it requires material estimates, including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. The evaluation of these factors is completed by a group of senior officers from the risk management, credit administration, financial, and lending areas.

The allowance for commercial loans, including time and demand notes, tax-exempt loans, commercial real estate, and commercial capital and operating leases begins with a process of estimating the probable losses inherent in the portfolio. The estimates for these commercial loans are established by category and are based on First Financial’s internal system of credit risk ratings, and historical loss data.

The estimate of losses inherent in the commercial portfolio is then adjusted for management’s estimate of probable losses on specific exposures subject to values of the underlying collateral and/or expected future cash flows as well as trends in delinquent and nonaccrual loans and other factors such as prevailing economic conditions, lending personnel experience and changes, lending strategies, and other influencing factors as discussed earlier in the Asset Quality section.

In the commercial portfolio, certain loans for which more specific information is available, typically larger-balance non-homogeneous exposures, a specific allowance may be established based on the borrower’s overall financial condition, resources and payment record, support from guarantors, the realizable value of any collateral, and the estimated present value of expected future cash flows.

First Financial Bancorp 2005 Annual Report 25

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

TABLE 6 • NONPERFORMING ASSETS

	December 31,
(Dollars in thousands)	2005			2004			2003			2002			2001
Nonaccrual loans	$	24,961		$	17,472		$	23,466		$	20,429		$	24,252
Restructured loans		3,408			2,110			2,642			3,871			1,291
Other real estate owned (OREO)		3,162			1,481			2,729			2,505			2,122
Total nonperforming assets	$	31,531		$	21,063		$	28,837		$	26,805		$	27,665
Nonperforming assets as a percent of total loans plus OREO		1.20	%		0.75	%		1.06	%		1.01	%		1.00	%
Accruing loans past due 90 days or more	$	1,359		$	1,784		$	1,872		$	6,818		$	4,728

TABLE 7 • SUMMARY OF ALLOWANCE FOR LOAN LOSSES AND SELECTED STATISTICS

(Dollars in thousands)	2005			2004			2003			2002			2001
Transactions in the allowance for loan losses:
Balance at January 1	$	45,076		$	46,436		$	46,873		$	45,534		$	38,165
Loans charged-off:
Commercial		4,677			3,324			10,810			7,746			13,571
Real estate — construction		0			0			0			0			5
Real estate — mortgage		1,646			2,205			4,823			1,821			2,088
Installment and other consumer financing		5,191			6,145			6,610			7,969			7,001
Lease financing		76			168			397			1,847			508
Total loans charged-off		11,590			11,842			22,640			19,383			23,173
Recoveries of loans previously charged-off:
Commercial		1,148			1,553			1,522			2,749			766
Real estate construction		0			0			0			0			0
Real estate mortgage		258			529			309			440			549
Installment and other consumer financing		1,997			2,360			1,981			1,701			1,394
Lease financing		25			62			104			61			37
Total recoveries		3,428			4,504			3,916			4,951			2,746
Net charge-offs		8,162			7,338			18,724			14,432			20,427
Allowance acquired through mergers		0			0			0			0			1,462
Provision for loan losses		5,571			5,978			18,287			15,771			26,334
Balance at December 31	$	42,485		$	45,076		$	46,436		$	46,873		$	45,534
Ratios:
Net charge-offs as a percent of:
Average loans outstanding		0.30	%		0.26	%		0.69	%		0.54	%		0.73	%
Provision		146.51	%		122.75	%		102.39	%		91.51	%		77.57	%
Allowance		19.21	%		16.28	%		40.32	%		30.79	%		44.86	%
Allowance as a percent of:
Year-end loans, net of unearned income		1.62	%		1.61	%		1.71	%		1.77	%		1.64	%
Total assets		1.15	%		1.15	%		1.17	%		1.26	%		1.18	%
Nonperforming assets		134.74	%		214.01	%		161.03	%		174.87	%		164.59	%

26 First Financial Bancorp 2005 Annual Report

TABLE 8 • ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

								December 31,
	2005					2004					2003					2002					2001
			Percent of					Percent of					Percent of					Percent of					Percent of
			Loans to					Loans to					Loans to					Loans to					Loans to
(Dollars in thousands)	Allowance		Total Loans			Allowance		Total Loans			Allowance		Total Loans			Allowance		Total Loans			Allowance		Total Loans
Balance at End of Period Applicable to:
Commercial	$	17,667		23	%	$	11,660		23	%	$	9,415		24	%	$	15,684		26	%	$	12,183		29	%
Real estate — construction		411		3	%		265		3	%		0		3	%		17		3	%		351		3	%
Real estate — mortgage		19,187		54	%		16,771		53	%		14,949		52	%		13,242		49	%		15,150		46	%
Installment & credit card		4,788		20	%		12,769		21	%		10,228		21	%		10,983		21	%		10,828		21	%
Lease financing		432		0	%		252		0	%		269		0	%		441		1	%		921		1	%
Unallocated		0		N/A			3,359		N/A			11,575		N/A			6,506		N/A			6,101		N/A
Total	$	42,485		100	%	$	45,076		100	%	$	46,436		100	%	$	46,873		100	%	$	45,534		100	%

The allowance for consumer loans which includes retail real estate, installment, home equity, credit card, consumer leasing, overdrafts, and student loans is established for each of the categories listed by estimating losses inherent in that particular category of consumer loans. The estimate of losses is based on adjusted historical loss rates of each portfolio. Consumer loans are evaluated as a group within each category (i.e., retail real estate, installment, etc.) because these loans are smaller and more homogeneous.

In periods prior to 2005, the unallocated portion of the allowance consists of dollar amounts specifically set aside for certain general factors influencing the allowance. These factors included ratio trends, and other factors not specifically allocated to each category. Establishing percentages for these factors was largely subjective, but was supported by economic data, changes made in lending functions, and other support where appropriate. In 2004, the unallocated portion decreased significantly, due to a more comprehensive and refined model adopted in 2004. In 2005, the model was refined further to embed those factors in the calculation of the adequacy of the allowance for each category. This enhancement established a method whereby national and economic factors, concentrations in market segments, loan documentation and analysis, and portfolio performance could be assigned to specific loan categories.

The level of nonaccrual and restructured loans and leases is an important element in assessing asset quality. Loans are classified as nonaccrual when, in the opinion of management, collection of interest is doubtful. Loans are classified as restructured when management, to protect its investment, grants concessions to the debtor that it would not otherwise consider. Another element associated with asset quality is Other Real Estate Owned (OREO). OREO primarily represents properties acquired by First Financial through loan defaults by customers. See Table 6 for a summary of First Financial’s nonaccrual and restructured loans and OREO properties.

2005 vs 2004. Total nonperforming assets, as shown in Table 6, increased to $31,531 at December 31, 2005, from $21,063 at December 31, 2004, a 49.70% increase. Nonperforming assets consist of nonaccrual loans, restructured loans, and other real estate owned. The nonperforming loan portfolio is diverse in size of loan, geography and industry and is not considered by management to have any concentrations. Nonaccrual loans increased $7,489 or 42.86% from 2004. Restructured loans increased $1,298, while OREO increased $1,681. Accruing loans past due 90 days or more decreased to $1,359 at year-end 2005 from $1,784 in 2004. The increase in nonaccrual loans involved several commercial time loans. These loans as well as the overall increase in nonperforming assets have been properly considered in establishing the allowance for loan and lease losses. The allowance to nonperforming assets was 134.74% at December 31, 2005. This level of nonperforming assets remains within an acceptable range. The decrease in 90 day delinquencies have fluctuated from a quarterly low of $352 in the first quarter of 2005 to a high of $1,779 in the third quarter of 2005. The current level of 90 day delinquencies is within a range that is acceptable and the decline from $1,784 at year end 2004 is not considered unusual. Loans delinquent over 90 days are reduced by either payments, charged off, or a classification change to nonaccrual loans.

Net charge-offs of $8,162 in 2005 increased $824 from 2004, and the net charge-offs as a percent of average loans outstanding increased to 0.30% from 0.26% as shown in Table 7. The increase in net charge-offs was due to both a decrease in recoveries and the effects of the change in consumer bankruptcies previously mentioned in the Overview of Operations section. The decrease in recoveries was partially due to decreases in real estate and installment loans charged-off, which is evident from the $252 decrease in charge-offs. This decrease, while primarily a result of the decreases previously mentioned, was offset by an increase in commercial loans charged-off.

The allowance at December 31, 2005, was $42,485 or 1.62% of loans, net of unearned income, an increase from the 1.61% reported for 2004. Provision for loan loss expense of $5,571 was $407 lower in 2005 than in 2004. Overall, it is management’s belief that the allowance for loan losses is adequate to absorb estimated probable credit losses.

2004 vs 2003.Total nonperforming assets decreased to $21,063 at December 31, 2004, from $28,837 at December 31, 2003, a 26.96% decrease. Nonperforming assets consist of nonaccrual loans, restructured loans, and other real estate owned. Nonaccrual loans decreased $5,994 or 25.54% from 2003. Restructured loans decreased $532, while OREO decreased $1,248. Accruing loans past due 90 days or more increased to $1,784 at year-end 2004 from $1,872 in 2003. This overall improvement in credit quality was positively influenced by signs of economic recovery, strategies such as the fourth-quarter 2003 distressed loan sale, and improved credit-risk and risk-management disciplines.

Net charge-offs of $7,338 in 2004 decreased $11,386 from 2003, and the net charge-offs as a percent of average loans outstanding decreased to 0.26% from 0.69% as shown in Table 7. Decreases in commercial and commercial real estate loans charged-off and continued strong recoveries on commercial and consumer loans positively impacted net charge-offs for 2004.

The allowance at December 31, 2004, was $45,076 or 1.61% of loans, net of unearned income, a decrease from the 1.71% reported for 2003. Provision for loan loss expense of $5,978 was $12,309 lower in 2004 than in 2003. This decrease was primarily due to the credit-quality differences in 2004 and 2003 and the analysis of the overall risk embedded in the loan portfolio.

2003 vs 2002. Net charge-offs of $18,724 in 2003 increased $4,292 from 2002, and the net charge-offs as a percent of average loans outstanding increased to 0.69% from 0.54% as shown in Table 7. Net charge-offs increased as a result of continued weak economic conditions, higher-than-normal levels of charge-offs, the approximately $3,000 effect of the distressed commercial and commercial real estate loan sale to account for the liquidity and risk characteristics of the loans sold, and a single large recovery in the fourth quarter of 2002. Installment and other consumer financing charge-offs remained high in 2003 due to record levels of bankruptcy and mortgage foreclosures in First Financial’s primary markets. However, chargeoffs in this category did decrease in 2003. The allowance at December 31, 2003, was $46,436 or 1.71% of loans, net of unearned income, a slight decrease from the 1.77% reported for 2002. Provision for loan loss expense of $18,287 was $2,516 higher in 2003 than in 2002.

Nonaccrual and restructured loans and leases and OREO are discussed or summarized in Notes 1 and 8 of the Notes to Consolidated Financial Statements.

First Financial Bancorp 2005 Annual Report 27

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

TABLE 9 • INVESTMENT SECURITIES AS OF DECEMBER 31, 2005

								Maturing
						After one but					After five but
	within one years					Within five year					within ten years					After ten years
(Dollars in thousands)	Amount		Yield (1)			Amount		Yield (1)			Amount		Yield (1)			Amount		Yield (1)
Held-to-Maturity
Mortgage-backed securities	$	8		5.32	%	$	256		8.26	%	$	103		13.87	%	$	276		5.1 1	%
Obligations of state and other political subdivisions		4,013		4.72	%		4,025		6.29	%		2,786		7.25	%		1,088		7.83	%
Total	$	4,021		4.73	%	$	4,281		6.40	%	$	2,889		7.49	%	$	1 ,364		7.28	%
Available-for-Sale
Securities of other U.S. government agencies and corporations	$	46,564		5.46	%	$	70,787		4.92	%	$	5,052		5.27	%	$	96		4.79	%
Mortgage-backed securities		69		5.80	%		92,128		5.00	%		89,185		4.87	%		156,670		5.09	%
Obligations of state and other political subdivisions		9,817		7.74	%		20,086		7.59	%		47,372		7.50	%		8,988		6.99	%
Other securities		1		0.00	%		222		6.35	%		0		0.00	%		7,636		6.32	%
Total	$	56,451		5.85	%	$	183,223		5.25	%	$	141,609		5.74	%	$	173,390		5.24	%

(1) Tax equivalent basis was calculated using a marginal federal income tax rate of 35.00%

INVESTMENT SECURITIES

First Financial’s investment securities decreased $61,531 or 9.79% during 2005 to a balance of $567,228. The decrease in 2005 was used primarily to reduce the level of short-and long-term borrowings. This decrease was experienced mostly in mortgage-backed securities where prepayments were not replaced. In 2004, investment securities decreased $133,512 or 17.52%. The decrease during 2004 in investment securities was used primarily to fund increased loan demand and reduce the level of short-term borrowings. The majority of the 2004 decrease in the investment securities occurred in mortgage-backed securities where prepayments were not replaced. First Financial follows a conservative investment policy, investing primarily for liquidity management purposes and interest-rate risk management.

In February of 2006, First Financial made the decision to restructure a portion of its balance sheet which included the sale of $186,000 in investment securities. Due to the anticipated restructuring and intent to sell certain investment securities whose market values are below carrying amount, an impairment loss was recognized. Management has evaluated the balance sheet for restructuring of the wholesale borrowings and the investment portfolios and has met the criteria to have the investments categorized as “other than temporarily impaired.” This categorization applies to all securities considered available-for-sale (fixed-rate government agency and mortgage-backed securities with book yields less than 4.00%) regardless of whether the securities will be sold. Therefore, a write-down of investment securities of approximately $6,519 was recorded at December 31, 2005. The weighted average yield on these securities was approximately 3.26% with a duration of approximately 2.1 years. Fluctuations in the market value of securities held by First Financial relate primarily to changes in interest rates, and management believes, at this time, that all remaining impairment in the securities portfolio is temporary. First Financial anticipates restructuring a like amount of Federal Home Loan Bank (FHLB) borrowings of approximately $287,000 with a weighted average rate of 4.73%.

Securities issued by U.S. government agencies and corporations, primarily the Federal Home Loan Bank (FHLB), Federal Home Loan Mortgage Corporation (FHLMC), Federal National Mortgage Association (FNMA), Student Loan Marketing Association (SLMA), and Federal Farm Credit Bank represented 21.60% of the investment portfolio at December 31, 2005, and 20.76% at year-end 2004. At December 31, 2005, First Financial had three structured notes with a book value of $9,671. These structured notes were included in the U.S. government agencies and corporations securities category at December 31, 2004, with a book value of $9,837. All U.S. government agencies and corporations securities were classified as available-for-sale at December 31, 2005, and 2004. Due to the government sponsorship, U.S. government agency and corporation obligations are considered to have low credit risk and high liquidity.

Investments in mortgage-backed securities (MBSs), including collateralized mortgage obligations (CMOs), composed 59.71% and 60.02% of the investment portfolio at December 31, 2005, and 2004, respectively. MBSs represent participations in pools of mortgage loans, the principal and interest payments of which are passed to the security investors. MBSs are subject to prepayment risk, especially during periods of decreasing interest rates. Prepayments of the underlying mortgage loans may shorten the lives of the securities, thereby affecting yields to maturity and market values. First Financial invests primarily in MBSs issued by U.S. government agencies and corporations, such as Government National Mortgage Association (GNMA), FHLMC, and FNMA. Such securities, because of government agency sponsorships, are considered to have low credit risk and high liquidity. Accordingly, about 99.81% of First Financial’s MBSs are classified as available-for-sale.

CMOs totaled $6,425 at December 31, 2005, and $10,957 at December 31, 2004, all of which were classified as available-for-sale. Decreases in CMC’s occurred due to increased prepayment activity caused by the mortgage refinancing during 2004 and 2005. All of the CMOs held by First Financial are rated AAA by Standard & Poor’s Corporation or similar rating agencies. First Financial did not own any interest-only securities, principal-only securities, or inverse floaters.

Securities of state and other political subdivisions composed 17.31% of First Financial’s investment portfolio at December 31, 2005, and 17.81% at year-end 2004. Decreases in state and other political subdivisions were due to calls and maturities. The securities are diversified as to states and issuing authorities within states, thereby decreasing portfolio risk. About 87.87% of such investments at December 31, 2005, and 89.37% at December 31, 2004, were classified as available-for-sale.

The remaining 1.38% and 1.41% of First Financial’s investment portfolio at December 31, 2005, and 2004, respectively, termed “other,” was primarily composed of taxable obligations of state and other political subdivisions, and Community Reinvestment Act (CRA) qualified mutual funds.

Table 9 sets forth the maturities of investment securities held-to-maturity and investment securities available-for-sale as of December 31, 2005, and the average yields of such securities calculated on the basis of the cost and effective yields weighted for the scheduled maturity of each security. Tax-equivalent adjustments, using a 35.0% rate, have been made in calculating yields on tax-exempt obligations of state and other political subdivisions.

At December 31, 2005, the market value of First Financial’s held-to-maturity investment securities portfolio exceeded the carrying value by $213. The available-for-sale investment securities are reported at their market value of $595,428. At December 31,2004, the market value of First Financial’s held-to-maturity investment securities portfolio exceeded the carrying value by $367. The available-for-sale investment securities are reported at their market value of $655,129. See Note 7 of the Notes to Consolidated Financial Statements for additional information.

28 First Financial Bancorp 2005 Annual Report

The other investments caption in the Consolidated Balance Sheets is stock ownership in the Federal Reserve Bank and the Federal Home Loan Bank.

First Financial’s federal funds sold and securities purchased under agreements to resell increased from $12,049 at December 31, 2004, to $98,000 at December 31, 2005. First Financial monitors this position as part of its asset/liability management.

DERIVATIVES

First Financial utilizes account-level interest-rate swap agreements as a means to offer long-term fixed-rate loans to commercial borrowers while maintaining the variable-rate income that better suits First Financial’s funding position. In this way, First Financial is able to modify its exposure to interest rate risk effectively by converting certain fixed-rate assets to floating rate.

The swap agreements involve the receipt of floating-rate amounts in exchange for fixed-interest payments over the life of the agreements without an exchange of the underlying principal amount. As of December 31, 2005, First Financial had interest rate swaps with a notional value of $23,909, compared to a notional value of $14,225 at December 31, 2004.

TABLE 10 • MATURITIES OF TIME DEPOSITS

GREATER THAN OR EQUAL TO $100,000

(Dollars in thousands)	December 31 , 2005
Certificates of Deposit
Maturing in
3 months or less	$	88,570
3 months to 6 months		35,985
6 months to 12 months		62,854
over 12 months		185,582
Total	$	372,991
IRAs
Maturing in
3 months or less	$	1 ,407
3 months to 6 months		1,110
6 months to 12 months		1,949
over 12 months		25,632
Total	$	30,098

DEPOSITS

First Financial solicits deposits by offering a wide variety of savings and transaction accounts, including checking accounts, regular savings accounts, money-market deposit accounts, and time deposits of various maturities and rates.

2005 vs. 2004. Total ending deposits for 2005 increased $19,574 or 0.67%. Noninterest-bearing deposits increased $2,621 and interest-bearing demand deposits increased $43,093. Interest-bearing demand deposits increased primarily due to increases in public funds deposits. Savings deposits decreased $23,067 and time deposits decreased $3,073.

Total average deposits for 2005 increased $60,288 or 2.12%. While savings deposits decreased $7,699 or 0.74%, all other deposits increased. Noninterest-bearing deposits increased $24,240 or 5.97%, interest-bearing demand deposits increased $18,252 or 11.87%, and time deposits increased $25,495 or 2.05%.

Table 10 shows the contractual maturity of time deposits of $100 or more that were outstanding at December 31, 2005. These deposits represented 13.78% of total deposits.

2004 vs. 2003. Total ending deposits for 2004 increased $42,380 or 1.48%. All deposit areas increased. Noninterest-bearing demand deposits increased $28,707 or 7.00%, interest-bearing demand deposits increased $1,535 or 0.76%, savings deposits increased $11,715 or 1.17%, and time deposits increased $423 or 0.03%.

Total average deposits for 2004 decreased $8,972 or 0.31% over 2003 due to a decrease in interest-bearing demand deposits and time deposits. Average savings deposits increased by $74,493 or 7.67% and noninterest-bearing deposits increased $7,301 or 1.83%, while interest-bearing demand deposits decreased $47,579 or 23.63% and time deposits decreased $43,187 or 3.36%. The decrease is attributable to the sale of approximately $39,755 in deposits as part of the sale of the Sunman, Indiana, branch in the third quarter of 2003 and the sale of approximately $8,433 in deposits as part of the sale of the Kewanna, Indiana, branch in the third quarter of 2004.

BORROWINGS

2005 vs. 2004. Short-term borrowings decreased to $111,634 at December 31, 2005, from $148,194 at December 31, 2004. By the end of 2005, the need for short-term borrowings diminished due to the sale of the indirect loan portfolio, the sale of certain mortgage loans, and the continued strategy to decrease the investment securities. Long-term borrowings decreased $43,701 to $286,655 at December 31, 2005, from $330,356 at December 31, 2004. Due to the sale of the indirect loans in the third quarter of 2005, the sale of mortgage loans in the fourth quarter of 2005, and the decrease of the investment securities portfolio, First Financial was able to pay down some of the long-term borrowings.

2004 vs. 2003. At December 31, 2004, short-term borrowings decreased to $148,194 from $264,809 at December 31, 2003. During 2004, a strategy was employed to decrease the investment securities, which then provided cash flow to support loan growth and reduce the level of short-term borrowings. At the end of 2004, long-term borrowings increased $33,377 to $330,356.

Other long-term debt that appears on the balance sheet consists of junior subordinated debentures owed to two unconsolidated subsidiary trusts. In accordance with Financial Accounting Standards Board Interpretation No. 46 (FIN 46), First Financial deconsolidated its two trusts effective January 1, 2004.

Capital securities were issued in the third quarter of 2003 by a statutory business trustFirst Financial (OH) Statutory Trust II and the third quarter of 2002 by another statutory business trust-First Financial (OH) Statutory Trust I. First Financial owns 100% of the common equity of both of the trusts. The trusts were formed with the sole purpose of issuing capital securities and investing the proceeds from the sale of such capital securities in the debentures. The debentures held by the trusts are the sole assets of the trusts. Distributions on the capital securities are payable quarterly at a variable rate of interest, which is equal to the interest rate being earned by the trust on the debentures, and are recorded as interest expense of First Financial. The capital securities are subject to mandatory redemption, in whole or in part, upon repayment of the debentures. First Financial has entered into agreements which, taken collectively, fully or unconditionally guarantee the capital securities subject to the terms of the guarantees.

The debentures qualify as Tier I capital under Federal Reserve Board guidelines. The debentures issued in 2003 are first redeemable, in whole or in part, by First Financial on September 30, 2008, and mature on September 30, 2033. The amount outstanding, net of offering costs, as of December 31, 2005, is $20,000. The debentures issued in 2002 are first redeemable, in whole or in part, by First Financial on September 25, 2007, and mature on September 25, 2032. The amount outstanding, net of offering costs, as of December 31, 2005, is $10,000. These funds were used to repurchase First Financial stock and for other corporate purposes and as a means to diversify funding sources at the parent company level. See Note 11 of the Notes to Consolidated Financial Statements for additional information on borrowings.

First Financial Bancorp 2005 Annual Report 29

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

TABLE 11 * MARKET RISK DISCLOSURE

																						FAIR VALUE
							Principal Amount Maturing In:															December 31,
(Dollars in thousands)	2006			2007			2008			2009			2010			THEREAFTER			TOTAL			2005
Rate sensitive assets
Fixed interest rate loans		168,241			126,416			106,759			85,208			67,570			298,635			852,829			839,678
Average interest rate		6.43	%		6.31	%		6.10	%		7.13	%		6.06	%		5.86	%		6.21	%
Variable interest rate loans		449,537			394,543			271,958			211,191			147,411			299,954			1,774,594			1,791,009
Average interest rate		7.24	%		6.73	%		6.22	%		6.33	%		6.12	%		6.22	%		6.60	%
Fixed interest rate securities		90,586			65,519			77,555			56,819			38,856			265,860			595,195			595,410
Average interest rate		3.43	%		4.20	%		4.50	%		4.17	%		4.57	%		5.57	%		4.75	%
Variable interest rate securities		2,013			1,953			1,386			539			519			6,378			12,788			12,786
Average interest rate		4.71	%		4.68	%		4.44	%		5.13	%		5.17	%		5.29	%		5.00	%
Other earning assets		98,000			0			0			0			0			0			98,000			98,000
Average interest rate		4.18	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		4.18	%
Rate sensitive liabilities
Noninterest-bearing checking		440,988			0			0			0			0			0			440,988			440,988
Savings and interest-bearing checking		123,718			1,113,459			0			0			0			0			1,237,177			1,237,177
Average interest rate		0.53	%		0.53	%		0.00	%		0.00	%		0.00	%		0.00	%		0.53	%
Time deposits		723,096			226,678			127,619			59,676			66,544			43,661			1,247,274			1,242,741
Average interest rate		3.09	%		3.62	%		3.51	%		3.86	%		4.06	%		3.73	%		3.34	%
Fixed interest rate borrowings		48,184			32,195			58,598			20,116			69,183			58,379			286,655			289,873
Average interest rate		3.87	%		4.84	%		4.94	%		3.76	%		5.55	%		4.51	%		4.73	%
Variable interest rate borrowings		100,384			11,250			0			0			0			30,930			142,564			142,564
Average interest rate		3.12	%		4.24	%		0.00	%		0.00	%		0.00	%		7.72	%		4.20	%
Interest rate derivatives
Interest Rate Swaps Fixed to variable		1,337			1,443			1,540			1,644			1,710			16,235			23,909			243
Average pay rate (fixed)		6.56	%		6.56	%		6.57	%		6.57	%		6.82	%		6.86	%		6.78	%
Average receive rate (variable)		6.23	%		6.24	%		6.24	%		6.24	%		6.34	%		6.48	%		6.41	%

PENSION PLAN

First Financial sponsors a non-contributory defined-benefit pension plan covering substantially all employees. Plan assets are administered by the Wealth Resource Group of First Financial Bank, N.A. Plan assets primarily consist of equity and debt mutual funds, and money market funds. Approximately 98.90% and 98.95% of plan assets at December 31, 2005, and 2004, respectively, were invested in the Legacy Funds for which First Financial Capital Advisors, LLC serves as investment advisor. This pension plan does not own any shares of First Financial common stock.

The significant assumptions used in the pension plan include the discount rate, expected return on plan assets, and the rate of compensation increase. An appropriate discount-rate assumption was determined using a cash-flow method. The basis used to determine the overall expected long-term return on plan assets was based on the composition of plan assets and a consensus of estimates from similarly managed portfolios of expected future returns. The rate of compensation increase is compared to historical increases for plan participants for reasonableness.

First Financial recorded pension expense in the Consolidated Statements of Earnings of $5,258, $4,692, and $4,168 for 2005, 2004, and 2003, respectively. Cash contributions to fund the pension plan were $5,605, $6,696, and $6,777 for 2005, 2004, and 2003, respectively. The unfunded pension losses net of tax recorded as accumulated comprehensive income in equity were $7,562 at December 31, 2005, and $5,320 at December 31, 2004.

The expected return on plan assets remained the same in 2005 as in 2004 at 8.50%. First Financial will continue to monitor the return on plan assets and the investment vehicle used to fund the plan.

LIQUIDITY

Liquidity management is the process by which First Financial ensures that adequate liquid funds are available for the corporation and its subsidiaries. These funds are necessary in order for First Financial and its subsidiaries to meet financial commitments on a timely basis. These commitments include withdrawals by depositors, funding credit obligations to borrowers, paying dividends to shareholders, paying operating expenses, funding capital expenditures, and maintaining deposit reserve requirements. Liquidity is monitored and closely managed by First Financial’s asset/liability committee.

Liquidity may be used to fund capital expenditures. Capital expenditures were $12,421 for 2005, $13,669 for 2004, and $8,564 for 2003. Capital expenditures planned for the year 2006, consisting primarily of banking centers, are estimated to be $10,470.

First Financial’s source of funding is predominantly deposits within each of the respective market areas. The deposit base is diversified among individuals, partnerships, corporations, and public entities. This diversification helps First Financial avoid dependence on large concentrations of funding sources.

Liquidity is derived primarily from core deposit growth, principal and interest payments received on loans and investment securities, the sale and maturation of investment securities, net cash provided by operating activities, and access to other funding sources. The most stable source of liability-funded liquidity for both the long-term and short-term is deposit growth and retention in the core deposit base. In addition, First Financial utilizes advances from the Federal Home Loan Bank (FHLB) as a funding source. At December 31, 2005, 2004, and 2003, total long-term borrowings from the FHLB were $286,655, $330,356, and $296,979, respectively.

First Financial pledged certain mortgage loans and certain investments to the FHLB. The total available remaining borrowing capacity from the FHLB at December 31, 2005, was $365,036. The principal source of asset-funded liquidity is investment securities classified as available-for-sale, the market values of which

30 First Financial Bancorp 2005 Annual Report

TABLE 12 * CONTRACTUAL OBLIGATIONS

					Payments due by period
			Less than		One to three		Three to five		More than
(Dollars in thousands)	Total		one year		years		years		five years
Contractual Obligations
Long-term debt obligations
Federal Home Loan Bank borrowings	$	398,413		$35,782	$	148,356	$	132,921	$	81 ,354
Junior subordinated debentures owed to unconsolidated subsidiary trusts		94,442		2,350		4,705		4,699		82,688
Operating lease obligations		7,059		1,592		2,992		2,419		56
Total	$	499,914	$	39,724	$	156,053	$	140,039	$	164,098

totaled $595,428 at December 31, 2005, a decrease of $59,701 or 9.11 % over 2004. Securities classified as held-to-maturity that are maturing within a short period of time can also be a source of liquidity. Securities classified as held-to-maturity and that are maturing in one year or less totaled $4,021 at December 31, 2005. In addition, other types of assets — such as cash and due from banks, federal funds sold and securities purchased under agreements to resell, and loans and interest-bearing deposits with other banks maturing within one year— are sources of liquidity.

Certain restrictions exist regarding the ability of First Financial’s subsidiaries to transfer funds to First Financial (see Note 4 of the Notes to Consolidated Financial Statements). Management is not aware of any other events or regulatory requirements that, if implemented, are likely to have a material effect on First Financial’s liquidity. First Financial has secured a $75,000 line of credit with another financial institution. This line provides additional liquidity for First Financial for various corporate activities. As of December 31, 2005, the outstanding balance was $45,000. As of December 31, 2004, the outstanding balance was $2,000. The outstanding balance of this line varies throughout the year depending on First Financial’s cash needs. The average outstanding balance was $8,277 for 2005 and $710 for 2004.

INTEREST-RATE SENSITIVITY

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, foreign exchange rates, and equity prices. The primary source of market risk for First Financial is interest-rate risk. Interest-rate risk arises in the normal course of business to the extent that there is a difference between the amount of First Financial’s interest-earning assets and the amount of interest-bearing liabilities that are prepaid/withdrawn, re-priced, or mature in specified periods. First Financial seeks to achieve consistent growth in net interest income and capital while managing volatility arising from shifts in market interest rates. The Asset and Liability Committee (ALCO) oversees market-risk management, establishing risk measures, limits, and policy guidelines for managing the amount of interest-rate risk and its effect on net interest income and capital.

Interest-rate risk for First Financial’s consolidated balance sheets consist of reprice, option, and basis risks. Reprice risk results from differences in the maturity, or repricing, of asset and liability portfolios. Option risk arises from embedded options such as loan prepayments and security and debt callability. Basis risk refers to the potential for changes in the underlying relationship between market rates or indices, which subsequently result in a narrowing of the net interest margin. Basis risk is also present in managed rate liabilities, such as interest-bearing checking accounts and savings accounts, where historical pricing relationships to market rates may change due to the level or directional change in market interest rates.

Table 11 details the principal maturities and yields of interest-bearing financial instruments at December 31, 2005, for the next five years and thereafter. Also included with each category is the fair value of the instruments. For loans, securities, and liabilities with contractual maturities, the table presents principal cash flows and related weighted-average interest rates by contractual maturities. For loan instruments without contractual maturities, such as credit card loans, principal payments are allocated based on historical trends of payment activity. Interest-bearing liability accounts with no set maturity are allocated according to historical experience of cash flows and current expectations of customer behaviors as measured in an external core deposit study. For interest-rate swaps, the table includes notional amounts and weighted-average interest rates by contractual maturity dates. The variable receive rates are tied to the one-month London Inter-Bank Offered Rate (LIBOR) plus a spread.

The interest-rate risk position is measured and monitored using earnings simulation models and economic value of equity sensitivity analysis that capture both short-term and long-term interest-rate risk exposure. Earnings simulation involves forecasting net interest income under a variety of interest rate scenarios including instantaneous shocks and a forecast of likely interest rate scenarios. Presented below is First Financial’s interest-rate risk position as of December 31, 2005, assuming immediate, parallel shifts in the yield curve:

	-200 basis			-100 basis			+100 basis			+200 basis
	points			points			points			points
December 31,2005		(9.28	%)		(3.50	%)		2.44	%		3.53	%

Modeling the sensitivity of net interest income to changes in market interest rates is highly dependent on numerous assumptions incorporated into the modeling process. Market based prepayment speeds are factored into the analysis for loan and securities portfolios. Rate sensitivity for transactional deposit accounts is modeled based on results from an external core deposit study.

Additional scenarios are modeled utilizing most-likely interest rates over the next twelve months. Based on this scenario, First Financial has a neutral rate risk position at 1.16% when compared to a base-case scenario with interest rates held constant.

First Financial uses economic value of equity sensitivity analysis to understand the impact of long-term cash flows on earnings and capital. Economic value of equity is based on discounting the cash flows for all balance sheet instruments under different interest-rate scenarios. Deposit premiums are based on results from an external core deposit study. Presented below is First Financial’s economic value of equity position as of December 31, 2005, assuming immediate, parallel shifts in the yield curve:

	-200 basis			-100 basis			+100 basis			+200 basis
	points			points			points			points
December 31,2005		(16.93	%)		(5.24	%)		2.68	%		0.95	%

CAPITAL

Total shareholders’ equity at December 31, 2005, and 2004, was $299,881 and $371,455, respectively. The decrease in shareholders’ equity for 2005 was primarily due to the repurchase of common shares associated with the “Dutch Auction” tender offer. Total shareholders’ equity at year-end 2004 was greater than 2003 primarily due to increased income and the reduction in the volume of share repurchases.

On January 25, 2000, the board of directors authorized First Financial to repurchase, from time to time, the number of common shares necessary to satisfy any restricted stock awards or stock options that are granted from time to time under the 1999 Stock Incentive Option Plan for Officers and Employees and the 1999 Stock Option Plan for Non-Employee Directors. The total number of shares that can be repurchased over the life of the ten-year plan may not exceed 7,507,500 shares. First Financial did not repurchase any shares under this program in 2005, 2004, or 2003.

On February 26, 2002, the board of directors authorized a stock repurchase program for up to 5% of First Financial’s common shares outstanding. This program provides shares for general corporate purposes including future stock dividends. Repurchase activity under this plan was 1,053,699 shares in 2003 and 1,272,205 shares in 2002. The shares repurchased in 2003 completed this program.

On February 25, 2003, First Financial’s Board of Directors authorized an additional stock repurchase program to repurchase up to 5% of its shares outstanding upon the completion of the February 26, 2002, program. Under this plan, First Financial repurchased 177,001 shares in 2003, 358,999 shares in 2004, and 916,000 shares in 2005.

First Financial Bancorp 2005 Annual Report 31

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

On December 9,2005, the final results for the modified Dutch Auction tender offer were announced. First Financial repurchased 3,250,000 at a price of $19.00 per share.

The dividend payout ratio was 72.73%, 63.83%, and 70.59% for 2005, 2004, and 2003, respectively. The dividend payout is continuously reviewed by management and the board of directors for consistency with the overall capital plan.

First Financial has consistently maintained regulatory capital ratios at or above the “well-capitalized” standard. For further detail on capital ratios, see Note 13 of the Notes to Consolidated Financial Statements.

SUBSEQUENT EVENT

As previously discussed, the balance sheet restructuring was completed in February of 2006.

CRITICAL ACCOUNTING POLICIES

First Financial’s consolidated financial statements are prepared based on the application of accounting policies, the most significant of which are described in Note 1 of the Notes to Consolidated Financial Statements. These policies require estimates and assumptions. Changes in underlying factors, assumptions, or estimates in any of these areas could have a material impact on First Financial’s future financial condition and results of operations. In management’s opinion, some of these areas have a more significant impact than others on First Financial’s financial reporting. For First Financial, these areas currently include accounting for the allowance for loan losses, pension costs, and goodwill.

FORWARD-LOOKING STATEMENTS

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

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

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

32 First Financial Bancorp 2005 Annual Report

STATISTICAL INFORMATION (Unaudited)

				2005								2004								2003
	Balance			Interest		Yield			Balance			Interest		Yield			Balance			Interest		Yield
Earning assets	Daily average balances and interest rates: (Tax equivalent basis; dollars in thousands)
Loans(1)
Commercial(2)		604,058		$	44,391		7.35	%	$	647,147		$	40,162		6.21	%	$	680,490		$	41,961		6.17	%
Real estate		1,560,118			88,655		5.68	%		1,547,434			86,787		5.61	%		1,453,962			88,717		6.10	%
Installment and other consumer		588,001			39,476		6.71	%		583,667			39,134		6.70	%		557,075			40,844		7.33	%
Lease financing (2)		3,616			469		12.97	%		8,616			705		8.18	%		16,499			1,338		8.11	%
Total loans		2,755,793			172,991		6.28	%		2,786,864			166,788		5.98	%		2,708,026			172,860		6.38	%
Investment securities(3)
Taxable		528,528			21,497		4.07	%		616,354			24,415		3.96	%		594,946			21,336		3.59	%
Tax-exempt(2)		105,699			7,491		7.09	%		118,034			8,407		7.12	%		133,858			9,904		7.40	%
Total investment securities(3)		634,227			28,988		4.57	%		734,388			32,822		4.47	%		728,804			31,240		4.29	%
Interest-bearing deposits with other banks		37			1		2.70	%		2,158			49		2.27	%		2,527			82		3.24	%
Federal funds sold and securities purchased under agreements to resell		46,187			1,700		3.68	%		3,675			43		1.17	%		12,998			146		1.12	%
Total earning assets		3,436,244			203,680		5.93	%		3,527,085			199,702		5.66	%		3,452,355			204,328		5.92	%
Nonearning assets
Allowance for loan losses		(43,287	)							(46,869	)							(47,371	)
Cash and due from banks		123,874								114,779								126,157
Accrued interest and other assets		294,392								309,337								307,547
Total assets	$	3,811,223							$	3,904,332							$	3,838,688
Interest-bearing liabilities
Deposits
Interest-bearing demand	$	172,035			3,083		1.79	%	$	153,783			852		0.55	%	$	201,362			1,170		0.58	%
Savings		1,038,378			7,346		0.71	%		1,046,077			4,290		0.41	%		971,584			4,966		0.51	%
Time		1,266,139			38,225		3.02	%		1,240,644			31,685		2.55	%		1,283,831			36,310		2.83	%
Total interest-bearing deposits		2,476,552			48,654		1.96	%		2,440,504			36,827		1.51	%		2,456,777			42,446		1.73	%
Borrowed funds
Short-term borrowings		90,969			1,961		2.16	%		210,943			2,574		1.22	%		161,476			1,908		1.18	%
Federal Home Loan Bank long-term debt		321,676			15,078		4.69	%		321,701			15,422		4.79	%		294,107			14,789		5.03	%
Other long-term debt		30,930			2,037		6.59	%		30,930			1,467		4.74	%		19,315			864		4.47	%
Total borrowed funds		443,575			19,076		4.30	%		563,574			19,463		3.45	%		474,898			17,561		3.70	%
Total interest-bearing liabilities		2,920,127			67,730		2.32	%		3,004,078			56,290		1.87	%		2,931,675			60,007		2.05	%
Noninterest-bearing liabilities
Noninterest-bearing demand deposits		430,231								405,991								398,690
Other liabilities		96,234								127,404								139,084
Shareholders’ equity		364,631								366,859								369,239
Total liabilities and shareholders’ equity	$	3,811,223							$	3,904,332							$	3,838,688
Net interest income and interest rate spread (fully tax equivalent)				$	135,950		3.61	%				$	143,412		3.79	%				$	144,321		3.87	%
Net interest margin (fully tax equivalent)							3.96	%							4.07	%							4.18	%
Interest income and yield				$	200,697		5.84	%				$	196,472		5.57	%				$	200,686		5.81	%
Interest expense and rate					67,730		2.32	%					56,290		1.87	%					60,007		2.05	%
Net interest income and spread				$	132,967		3.52	%				$	140,182		3.70	%				$	140,679		3.76	%
Net interest margin							3.87	%							3.97	%							4.07	%

(1)	Nonaccrual loans are included in average loan balance and loan fees are included in interest income.
(2)	Interest income on tax-exempt investments and on certain tax-exempt loans and leases has been adjusted to a tax equivalent basis using a marginal federal income tax rate of 35.0%.
(3)	Includes investment securities held-to-maturity, investment securities available-for-sale, and other investments.

First Financial Bancorp 2005 Annual Report 33

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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

Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has issued an attestation report on management’s assessment of the effectiveness of First Financial’s internal control over financial reporting as of December 31, 2005. The report, which expresses an unqualified opinion on management’s assessment and on the effectiveness of First Financial’s internal control over financial reporting as of December 31, 2005, is included in the information that follows under the heading “Report on Effectiveness of Internal Control Over Financial Reporting.”

Claude E. Davis	J. Franklin Hall
President & CEO	Senior Vice President & CFO
March 9, 2006	March 9, 2006

34 First Financial Bancorp 2005 Annual Report

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report On Effectiveness Of Internal Control Over Financial Reporting

The Board of Directors and Shareholders of First Financial Bancorp

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that first Financial Bancorp maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). First Financial Bancorp’s management is responsible for maintaining effective internal control over financial reporting and for its assessment about the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that First Financial Bancorp maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, First Financial Bancorp maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of First Financial Bancorp as of December 31, 2005, and 2004, and the related consolidated statements of earnings, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2005, of First Financial Bancorp and our report dated March 9, 2006, expressed an unqualified opinion thereon.

Ernst & Young LLP
Cincinnati, Ohio
March 9, 2006

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report On Consolidated Financial Statements

The Board of Directors and Shareholders of First Financial Bancorp

We have audited the accompanying consolidated balance sheets of First Financial Bancorp and subsidiaries (the Company) as of December 31, 2005, and 2004, and the related consolidated statements of earnings, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of First Financial Bancorp’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of First Financial Bancorp and subsidiaries at December 31, 2005, and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of First Financial Bancorp’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2006, expressed an unqualified opinion thereon.

Ernst & Young LLP
Cincinnati, Ohio
March 9, 2006

First Financial Bancorp 2005 Annual Report 35

CONSOLIDATED BALANCE SHEETS

	December 31,
(Dollars in thousands)	2005			2004
Assets
Cash and due from banks	$	163,281		$	152,437
Interest-bearing deposits with other banks		0			495
Federal funds sold and securities purchased under agreements to resell		98,000			12,049
Investment securities held-to-maturity (market value of $12,768 at December 31, 2005; $13,176 at December 31, 2004)		12,555			12,809
Investment securities available-for-sale, at market value (cost of $555,157 at December 31, 2005; $612,215 at December 31, 2004)		554,673			615,950
Other investments		40,755			39,179
Loans
Commercial		582,594			635,489
Real estate — construction		86,022			86,345
Real estate — mortgage		1,418,413			1,478,930
Installment, net of unearned		515,200			580,150
Credit card		22,936			21,894
Lease financing		2,258			5,229
Total loans		2,627,423			2,808,037
Less
Allowance for loan losses		42,485			45,076
Net loans		2,584,938			2,762,961
Premises and equipment		73,025			66,216
Goodwill		28,116			28,444
Other intangibles		7,920			7,838
Assets related to discontinued operations		0			105,181
Accrued interest and other assets		127,545			113,112
Total assets	$	3,690,808		$	3,916,671
Liabilities
Deposits
Noninterest-bearing	$	440,988		$	438,367
Interest-bearing		2,484,451			2,467,498
Total deposits		2,925,439			2,905,865
Short-term borrowings
Federal funds purchased and securities sold under agreements to repurchase		66,634			64,249
Federal Home Loan Bank short-term borrowings		0			78,100
Other		45,000			5,845
Total short-term borrowings		111,634			148,194
Federal Home Loan Bank long-term debt		286,655			330,356
Other long-term debt		30,930			30,930
Liabilities related to discontinued operations		0			97,174
Accrued interest and other liabilities		36,269			32,697
Total liabilities		3,390,927			3,545,216
Shareholders’ equity
Common stock — no par value Authorized — 160,000,000 shares Issued — 48,558,614 shares in 2005 and 2004		394,987			395,521
Retained earnings		75,357			65,095
Accumulated comprehensive income		(7,876	)		(3,123	)
Restricted stock awards		(2,380	)		(3,073	)
Treasury stock, at cost, 8,995,134 and 4,881,378 shares in 2005 and 2004		(160,207	)		(82,965	)
Total shareholders’ equity		299,881			371,455
Total liabilities and shareholders’ equity	$	3,690,808		$	3,916,671

See Notes to Consolidated Financial Statements

36 First Financial Bancorp 2005 Annual Report

CONSOLIDATED STATEMENTS OF EARNINGS

	Year ended December 31,
(Dollars in thousands except per share data)	2005			2004			2003
Interest income
Loans, including fees	$	172,636		$	166,507		$	172,693
Investment securities
Taxable		21,497			24,415			21,335
Tax-exempt		4,863			5,458			6,430
Total investment securities interest		26,360			29,873			27,765
Interest-bearing deposits with other banks		1			49			82
Federal funds sold and securities purchased under agreements to resell		1,700			43			146
Total interest income		200,697			196,472			200,686
Interest expense
Deposits		48,654			36,827			42,446
Short-term borrowings		1,961			2,574			1,908
Long-term borrowings		15,078			15,422			14,789
Subordinated debentures and capital securities		2,037			1,467			864
Total interest expense		67,730			56,290			60,007
Net interest income		132,967			140,182			140,679
Provision for loan losses		5,571			5,978			18,287
Net interest income after provision for loan losses		127,396			134,204			122,392
Noninterest income
Service charges on deposit accounts		18,976			18,604			19,179
Trust revenues		15,988			15,902			14,500
Bankcard interchange income		6,186			5,263			4,609
Gains from sales of loans		903			1,561			5,039
(Losses) gains on impairment and sales of investment securities		(6,519	)		2			27
Other		17,728			18,314			18,401
Total noninterest income		53,262			59,646			61,755
Noninterest expenses
Salaries and employee benefits		77,690			75,475			75,328
Net occupancy		9,610			8,385			7,568
Furniture and equipment		6,276			7,173			7,039
Data processing		6,317			6,623			6,171
Marketing		2,464			2,650			2,650
Communication		3,085			2,795			2,998
Professional services		6,466			5,425			4,633
Amortization of intangibles		880			876			824
Other		24,448			24,052			23,108
Total noninterest expenses		137,236			133,454			130,319
Earnings from continuing operations before income taxes		43,422			60,396			53,828
Income tax expense		12,614			19,295			16,889
Earnings from continuing operations		30,808			41,101			36,939
Discontinued operations
Other operating income (loss)		583			(21	)		1,528
Gain on sale of discontinued operations		10,366			0			0
Earnings (loss) from discontinued operations before income taxes		10,949			(21	)		1,528
Income tax expense (benefit)		3,824			(38	)		561
Earnings from discontinued operations		7,125			17			967
Net earnings	$	37,933		$	41,118		$	37,906
Earnings per share from continuing operations:
Basic	$	0.72		$	0.94		$	0.83
Diluted	$	0.71		$	0.94		$	0.83
Earnings per share from discontinued operations:
Basic	$	0.17		$	0.00		$	0.02
Diluted	$	0.17		$	0.00		$	0.02
Earnings per share:
Basic	$	0.89		$	0.94		$	0.85
Diluted	$	0.88		$	0.94		$	0.85
Average shares outstanding — basic		43,084,378			43,818,779			44,370,917
Average shares outstanding — diluted		43,172,750			43,880,412			44,422,852

See Notes to Consolidated Financial Statements.

First Financial Bancorp 2005 Annual Report 37

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year ended December 31,
(Dollars in thousands)	2005			2004			2003
Operating activities
Earnings from continuing operations	$	37,933		$	41,118		$	37,906
Adjustments to reconcile net earnings to net cash provided by operating activities
Provision for loan losses		5,571			5,978			18,287
Provision for depreciation and amortization		9,101			8,495			12,448
Net amortization of premiums and accretion of discounts on investment securities		1,488			2,407			6,568
Deferred income taxes		(778	)		2,722			808
Losses (gains) on impairment and sales of investment securities		6,519			(2	)		(28	)
Originations of loans held for sale		(199,086	)		(130,564	)		(205,442	)
Gains from sales of loans held for sale		(903	)		(1,561	)		(5,039	)
Proceeds from sale of loans held for sale		198,148			131,040			208,320
Increase in cash surrender value of life insurance		(10,530	)		(9,698	)		(9,925	)
(Increase) decrease in interest receivable		(419	)		539			2,642
Decrease (increase) in prepaid expenses		211			229			(941	)
Increase (decrease) in accrued expenses		2,026			1,537			(1,283	)
Increase (decrease) in interest payable		1,176			(74	)		(1,078	)
Other		(2,399	)		(620	)		(2,651	)
Net decrease from discontinued operations		12,751			1,709			1,166
Net cash provided by operating activities		60,809			53,255			61,758
Investing activities
Proceeds from sales of investment securities available-for-sale		15			4			42,196
Proceeds from calls, paydowns, and maturities of investment securities available-for-sale		144,310			196,028			414,508
Purchases of investment securities available-for-sale		(96,862	)		(79,256	)		(660,076	)
Proceeds from calls, paydowns, and maturities of investment securities held-to-maturity		10,830			13,996			4,629
Purchases of investment securities held-to-maturity		(10,565	)		(8,372	)		(1,180	)
Net decrease (increase) in interest-bearing deposits with other banks		495			3,394			(1,515	)
Net (increase) decrease in federal funds sold and securities purchased under agreements to resell		(85,951	)		(11,442	)		27,684
Net decrease (increase) in loans and leases		165,866			(115,450	)		(83,444	)
Proceeds from disposal of other real estate owned		2,135			5,275			4,146
Recoveries from loans and leases previously charged off		3,428			4,504			3,916
Purchases of premises and equipment		(12,421	)		(13,669	)		(8,564	)
Net decrease from discontinued operations		91,962			2,645			4,045
Net cash provided by (used in) investing activities		213,242			(2,343	)		(253,655	)
Financing activities
Net increase in total deposits		19,574			42,380			32,460
Net (decrease) increase in short-term borrowings		(36,560	)		(116,615	)		157,879
(Payments) proceeds from long-term borrowings		(43,701	)		33,377			32,928
Proceeds from junior subordinated debentures		0			0			20,000
Cash dividends		(27,671	)		(26,348	)		(26,586	)
Purchase of common stock		(78,344	)		(6,265	)		(19,714	)
Proceeds from exercise of stock options		201			9			82
Net decrease from discontinued operations		(99,622	)		(5,709	)		(3,379	)
Net cash (used in) provided by financing activities		(266,123	)		(79,171	)		193,670
Cash and cash equivalents:
Net increase (decrease) in cash and cash equivalents		7,928			(28,259	)		1,773
Cash and cash equivalents at beginning of year		155,353			183,612			181,839
Cash and cash equivalents at end of year	$	163,281		$	155,353		$	183,612
Cash and cash equivalents consist of the following:
Cash and cash equivalents from continuing operations	$	163,281		$	152,437		$	178,866
Cash and cash equivalents from discontinued operations		0			2,916			4,746
Cash and cash equivalents at end of year	$	163,281		$	155,353		$	183,612
Supplemental disclosures
Interest paid	$	68,642		$	59,353		$	64,561
Income taxes paid	$	16,145		$	16,745		$	14,909
Recognition of deferred tax assets attributable to SFAS No. 115	$	1,642		$	2,660		$	2,859
Acquisition of other real estate owned through foreclosure	$	3,898		$	4,617		$	5,619
Issuance of restricted stock awards	$	1,578		$	2,235		$	2,413

See Notes to Consolidated Financial Statements.

38 First Financial Bancorp 2005 Annual Report

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

	Common		Common						Accumulated			Restricted
	Stock		Stock			Retained			Comprehensive			stock			Treasury stock
(Dollars in thousands)	Shares		Amount			earnings			Income			awards			Shares			Amount			Total
Balances at January 1, 2003		48,558,614	$	396,252		$	39,005		$	8,189		$	(4,022	)		(3,554,691	)	$	(61,821	)	$	377,603
Net earnings							37,906															37,906
Unrealized holding losses on securities available for sale arising during the period										(4,708	)											(4,708	)
Unfunded pension losses, net of tax										(1,137	)											(1,137	)
Total comprehensive income																						32,061
Cash dividends declared ($0.60 per share)							(26,586	)														(26,586	)
Purchase of common stock																(1,230,700	)		(19,714	)		(19,714	)
Exercise of stock options, net of shares purchased				(251	)											20,274			333			82
Restricted stock awards, net				(249	)								(2,413	)		145,521			2,661			(1	)
Amortization of restricted stock awards													3,038									3,038
Balances at December 31, 2003		48,558,614		395,752			50,325			2,344			(3,397	)		(4,619,596	)		(78,541	)		366,483
Net earnings							41,118															41,118
Unrealized holding losses on securities available for sale arising during the period										(4,318	)											(4,318	)
Unfunded pension losses, net of tax										(1,149	)											(1,149	)
Total comprehensive income																						35,651
Cash dividends declared ($0.60 per share)							(26,348	)														(26,348	)
Purchase of common stock																(358,999	)		(6,265	)		(6,265	)
Exercise of stock options, net of shares purchased				(84	)											5,671			93			9
Restricted stock awards, net				(147	)								(1,601	)		91,546			1,748			0
Amortization of restricted stock awards													1,925									1,925
Balances at December 31, 2004		48,558,614		395,521			65,095			(3,123	)		(3,073	)		(4,881,378	)		(82,965	)		371,455
Net earnings							37,933															37,933
Unrealized holding losses on securities available for sale arising during the period										(2,511	)											(2,511	)
Unfunded pension losses, net of tax										(2,242	)											(2,242	)
Total comprehensive income																						33,180
Cash dividends declared ($0.64 per share)							(27,671	)														(27,671	)
Purchase of common stock																(4,166,000	)		(78,344	)		(78,344	)
Exercise of stock options, net of shares purchased				(528	)											33,327			729			201
Restricted stock awards, net				(6	)								(978	)		18,917			373			(611	)
Amortization of restricted stock awards													1,671									1,671
Balances at December 31, 2005		48,558,614	$	394,987		$	75,357		$	(7,876	)	$	(2,380	)		(8,995,134	)	$	(160,207	)	$	299,881

See Notes to Consolidated Financial Statements.

First Financial Bancorp 2005 Annual Report 39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation — The consolidated financial statements of First Financial Bancorp. (First Financial), a bank holding company, principally serving western Ohio, Indiana, northern Kentucky, and southern Michigan, include the accounts and operations of First Financial and its wholly owned subsidiaries. On September 16, 2005, First Financial sold substantially all the assets and certain liabilities of its Fidelity Federal Savings Bank subsidiary to Mutual First Savings Bank, a subsidiary of MutualFirst Financial, Inc. of Muncie, Indiana. Fidelity Federal is reported in the consolidated financial statements and related notes as discontinued operations. All significant intercompany transactions and accounts have been eliminated in consolidation. Certain reclassifications of prior years’ amounts have been made to conform to current year presentation. Such reclassifications had no effect on net earnings.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Interest on loans, securities, and other earning assets is recognized on the accrual basis.

All dollar amounts, except per share data, are expressed in thousands of dollars.

Investment securities — First Financial classifies debt and equity securities in three categories: trading, held-to-maturity, and available-for-sale. First Financial has no trading securities.

Management determines the appropriate classification of debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Debt securities are classified as held-to-maturity when First Financial has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost. Debt securities not classified as held-to-maturity are classified as available-for-sale. Available-for-sale securities are stated at aggregate fair value, with the unrealized gains and losses, net of tax, reported as a separate component of shareholders’ equity.

The amortized cost of debt securities classified as held-to-maturity or available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity, or in the case of mortgage-backed securities, over the estimated life of the security. Such amortization is included in interest income from investments. Interest and dividends are included in interest income from investments. Realized gains and losses are based on amortized cost of the security sold using the specific identification method. Available-for-sale and held-to-maturity securities are reviewed quarterly for impairment in value. In performing this review, management considers the length of time and extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the ability and intent to hold the security for a period sufficient to allow for any anticipated recovery in fair value. If the fair value of a security is less than the amortized cost and the impairment is determined to be other-than-temporary, the security is written down, establishing a reduced cost basis. The related charge is recorded in the consolidated statement of earnings as a loss on impairment of investment securities.

Other investments includes Federal Reserve Bank (FRB) stock and Federal Home Loan Bank (FHLB) stock. FRB stock and FHLB stock is carried at cost.

Loans — Loan origination and commitment fees and certain direct loan origination costs are deferred, and the net amount amortized as an adjustment to the related loan’s yield. The accrual of interest income is discontinued when the collection of a loan or interest, in whole or in part, is doubtful. This applies generally to all loans, including impaired loans. When interest accruals are suspended, interest income accrued in the current period is reversed and interest accrued in the prior year is charged to the allowance for loan losses. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

First Financial’s bank subsidiary sells certain mortgage loans immediately after origination on a flow basis. Due to First Financial’s policy of selling loans on a flow basis, loans held for sale are not material and therefore not disclosed separately on the Consolidated Balance Sheets. Loans held for sale are carried at the lower of cost or market value. Capitalized mortgage-servicing rights (MSRs) are evaluated for impairment based on the fair value of those rights, using a disaggregated approach. MSRs are amortized on an accelerated basis over the estimated period of net servicing revenue.

Allowance for loan losses — The level of the allowance for loan losses (allowance) is based upon management’s evaluation of the loan and lease portfolios, past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, and other pertinent factors. This evaluation is inherently subjective as it requires material estimates including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. Loan losses are charged off when management believes that the full collectiblity of the loan is unlikely. Allocation of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, is deemed to be uncollectible.

Larger balance commercial and commercial real estate loans are impaired when, based on current information and events, it is probable that First Financial will be unable to collect all amounts due according to the contractual terms of the loan agreement.

Collection of all amounts due according to the contractual terms means that both the contractual interest payments and the contractual principal payments of a loan will be collected as scheduled in the loan agreement.

First Financial applies normal loan review procedures in determining whether or not it is probable that it will be able to collect all amounts due according to the contractual terms of a loan.

An impairment loss is recognized if the present value of expected future cash flows from the loan is less than the recorded investment in the loan (recorded investment in the loan is the principal balance plus any accrued interest, net deferred loan fees or costs, and unamortized premium or discount, and does not reflect any direct write-down of the investment). The impairment loss is recognized through the allowance for loan losses. Loans that are impaired are recorded at the present value of expected future cash flows discounted at the loan’s effective interest rate or if the loan is collateral dependent, impairment measurement is based on the fair value of the collateral. Income is recognized on impaired loans on a cash basis.

The level of allowance maintained is believed by management to be adequate to absorb losses inherent in the portfolio. The allowance is increased by provisions charged to expense and decreased by charge-offs, net of recoveries of amounts previously charged-off. The allowance for commercial loans, including time and demand notes, tax-exempt loans, commercial real estate, and commercial capital and operating leases begins with a process of estimating the probable losses inherent in the portfolio. The estimates for these commercial loans are established by category and based on First Financial’s internal system of credit risk ratings and historical loss data.

The estimate of losses inherent in the commercial portfolio may then be adjusted for management’s estimate of probable losses on specific exposures as well as trends in delinquent and nonaccrual loans and other factors such as prevailing economic conditions, lending personnel experience and changes, lending strategies and other influencing factors as discussed in the Asset Quality section of Management’s Discussion and Analysis. In the commercial portfolio, certain loans where more specific information is available, typically larger-balance non-homogeneous exposures, a specific allowance may be established based on the borrower’s overall financial condition, resources and payment record, support from guarantors, and the realizable value of any collateral.

The allowance for consumer loans which includes retail real estate, installment, home equity, credit card, consumer leasing, overdrafts, and student loans is established for each of the categories by estimating losses inherent in that particular category of consumer loans. The estimate of losses is based on adjusted historical loss rates. Consumer loans are evaluated as a group within category (I.e., retail real estate, installment, etc.) because these loans are smaller and homogeneous.

Lease financing — First Financial principally uses the finance method of accounting for direct lease contracts. Under this method of accounting, a receivable is recorded for the total amount of lease payments due and estimated residual values. Lease income, represented by the excess of the total contract receivable plus estimated equipment residual value over the cost of the related equipment, is recorded over the terms of the leases at a level rate of return on the unrecovered net investment.

Premises and equipment — Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed principally on the straight-line method over the estimated useful lives of the assets. Maintenance and repairs are charged to operations as incurred.

Other real estate owned — Other real estate owned represents properties acquired by First Financial’s subsidiaries through loan defaults by customers. The property is recorded at the lower of cost or fair value minus estimated costs to sell at the date acquired. Subsequently, the property is valued at the lower of the amount recorded when the property was placed into other real estate owned or fair value minus estimated costs to sell based on periodic valuations performed by management.

40 First Financial Bancorp 2005 Annual Report

An allowance for losses on other real estate owned may be maintained for subsequent valuation adjustments on a specific property basis, when necessary. Any gains or losses realized at the time of disposal are reflected in income.

Income taxes — Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

First Financial and its subsidiaries file a consolidated federal income tax return. Each subsidiary provides for income taxes on a separate return basis, and remits to First Financial amounts determined to be currently payable.

Earnings per share — Basic net income per common share is computed by dividing net income applicable to common stock by the weighted average number of shares of common stock outstanding during the period. Diluted net income per common share is computed by dividing net income applicable to common stock by the weighted average number of shares, nonvested stock, and dilutive common stock equivalents outstanding during the period. Common stock equivalents consist of common stock issuable under the assumed exercise of stock options granted under the First Financial’s stock plans, using the treasury stock method.

Cash flow information — For purposes of the statement of cash flows, First Financial considers cash and due from banks as cash and cash equivalents.

Reporting comprehensive income — Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from nonowner sources. Accumulated comprehensive income includes the unrealized holding gains and losses from available-for-sale securities arising during the period. First Financial recorded an unrealized holding loss of $314 at December 31, 2005 and an unrealized holding gain of $2,197 at December 31, 2004. Unfunded pension losses, net of taxes, were $7,562 and $5,320 at December 31, 2005 and 2004, respectively. While there was no income tax expense or benefit, there was a deferred tax asset associated with available-for-sale securities as of December 31, 2005 of $170 and a deferred tax liability at December 31, 2004 of $1,472. There was a deferred tax asset recorded for the unfunded pension losses of $4,194 and $2,990 as of December 31, 2005 and 2004, respectively.

Segments and related information — As a result of a corporate reorganization in 2005, First Financial changed its focus from operating as one community banking segment in contiguous geographic markets to managing and operating two major components: banking and wealth management. Through December 31, 2005, First Financial operated as a single segment of community banking. As a result of extensive consolidation, restructuring, and reorganization, effective January 1, 2006, management will begin evaluating the operating performance of its business units in two segments, banking and wealth management. Accordingly, in 2006, First Financial will begin reporting performance of individual operating segments in the same way that management reviews performance and makes decisions.

Derivative Instruments — First Financial accounts for its derivative financial instruments in accordance with FASB Statement No. 133 (SFAS No. 133), “Accounting for Derivative Instruments and Hedging Activities”, as amended. SFAS No. 133 requires all derivative instruments to be carried at fair value on the balance sheet. First Financial usually designates derivative instruments used to manage interest-rate risk as hedge relationships with certain assets or liabilities being hedged.

Under the provisions of SFAS No. 133, First Financial has fair value hedges as of December 31, 2005. Derivative instruments designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.

Because the critical terms of the hedged financial instruments and the interest rate payments to be received on the swaps coincide and thus are effective in offsetting changes in the fair value of the hedged financial instruments over their remaining term, a perfect hedge is created. For a fair value hedge, the fair value of the interest rate swap is recognized on the balance sheet as either a freestanding asset or liability with a corresponding adjustment to the hedged financial instrument. Subsequent adjustments due to changes in the fair value of a derivative that qualifies as a fair value hedge are offset in current period earnings. Under the fair value method, any derivative gains or losses not effective in hedging the change in fair value of the hedged item would be recognized immediately in the consolidated statements of earnings.

Intangible assets — Goodwill and intangible assets deemed to have indefinite lives, if any, are not amortized, but are subject to annual impairment tests. Core deposit intangibles are amortized on a straight-line basis over their useful lives. Core deposit intangibles are being amortized over varying periods, none of which exceeds 10 years.

Mortgage servicing assets are recognized as separate assets when loans are sold into the secondary market, servicing retained. Upon sale, the mortgage servicing right is established, which represents the then current market value of future net cash flows expected to be realized for performing the servicing activities. The market value of the mortgage servicing rights is estimated by calculating the present value of estimated future net servicing cash flows, taking into consideration actual and expected mortgage loan prepayment rates, discount rates, servicing costs, and other economic factors, which are determined based on current market conditions. The expected and actual rates of mortgage loan prepayments are the most significant factors driving the value of mortgage servicing rights. Increases in mortgage loan prepayments reduce estimated future net servicing cash flows because the life of the underlying loan is reduced. In determining the market value of the mortgage servicing rights, mortgage interest rates, which are used to determine prepayment rates and discount rates, are held constant over the estimated life of the portfolio. Capitalized mortgage servicing rights are reported in other assets and are amortized against noninterest income offsetting the actual servicing income of the underlying mortgage loans.

Capitalized mortgage servicing rights are regularly evaluated for impairment based on the estimated market value of those rights. The mortgage servicing rights are stratified by certain risk characteristics, primarily loan term and note rate. If impairment exists, a valuation allowance is established through a charge to income equal to the amount by which the carrying value exceeds the market value.

Pension — First Financial sponsors a non-contributory defined benefit pension plan covering substantially all employees. In accordance with applicable accounting rules, First Financial does not consolidate the assets and liabilities associated with the pension plan. At the end of 2005, First Financial’s fair value of the plan assets was less than its benefit obligation. Therefore, First Financial recognized an accrued benefit liability. Since First Financial was required to recognize an additional minimum liability, it recognized an intangible asset to the extent of its unrecognized prior service cost, which is recalculated on an annual basis. The measurement of the accrued benefit liability and the annual pension expense involves actuarial and economic assumptions. The assumptions used in pension accounting relate to the discount rates, the expected return on plan assets, and the rate of compensation increase.

Employee Stock Options — Through December 31, 2005, First Financial accounted for its stock options under the intrinsic value method. First Financial’s employee stock options have fixed terms and the exercise price of those stock options equals the market price of the underlying stock on the date of grant. Therefore, no compensation expense was recognized. SFAS No. 123, “Accounting for Stock-Based Compensation” was revised in 2004 and is effective January 1, 2006, for First Financial. This Statement applies to all awards granted after the required effective date and to awards modified, repurchased, or cancelled after that date. SFAS No. 123 (R) allows for two transition alternatives for public entities: modified-prospective transition or modified-retrospective transition. Under the modified-prospective transition method, companies are required to recognize compensation cost for share-based payments to employees based on their grant-date fair value from the beginning of the fiscal period in which the recognition provisions are first applied. First Financial adopted the provisions of SFAS No. 123 (R) effective January 1, 2006, using the modified-prospective transition method. As part of the adoption, compensation cost will be recorded for previously awarded options to the extent that they vest after the effective date. The effect of the pronouncement on future operations will depend on the fair value of the options issued after December 31, 2005, and therefore, cannot be determined at this time. Existing options that will vest after January 1, 2006, will result in after-tax expense of $264 for 2006, 2007, and 2008, and $90 for 2009.

2. RESTRICTIONS ON CASH AND DUE FROM BANK ACCOUNTS

First Financial’s subsidiaries are required to maintain average reserve balances either in the form of vault cash or reserves held on deposit with the Federal Reserve Bank, Federal Home Loan Bank, or in pass-through reserve accounts with correspondent banks. The average amounts of these required reserve balances for 2005 and 2004 were approximately $40,763 and $27,987, respectively.

First Financial Bancorp 2005 Annual Report 41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. MORTGAGE-SERVICING RIGHTS

Changes in capitalized mortgage-servicing rights are summarized as follows:

(Dollars in thousands)	2005			2004			2003
Balance at beginning of year	$	4,505		$	3,696		$	4,684
Rights capitalized		1,841			1,085			2,160
Amortization		(1,684	)		(1,529	)		(1,491	)
Change in valuation		865			1,253			(1,657	)
Balance at end of year	$	5,527		$	4,505		$	3,696

The fair value of capitalized mortgage-servicing rights was $8,011, $4,599, and $3,526 at December 31, 2005, 2004, and 2003. First Financial recognizes impairment charges in “other” in the noninterest income section of the Consolidated Statement of Earnings. In 2005 and 2004, First Financial recaptured $865 and $1,253, respectively, of impairment reserves due to an increase in the estimated future value of servicing cash flows. Due to a decline in the estimated future value of servicing cash flow, First Financial recognized impairment charges of $1,657 in 2003 in a valuation reserve. Valuations are conducted regularly to determine the fair value and any possible impairment of the mortgage-servicing right asset. Key assumptions include prepayment speeds, discount rates, inflation, and future operating costs. First Financial uses market-based data for assumptions related to the valuation of mortgage-servicing rights.

Mortgage loans serviced for others are not included in the accompanying Consolidated Balance Sheets. The unpaid principal balances of these loans totaled $601,187, $570,835, and $502,239 at December 31, 2005, 2004, and 2003, respectively.

Custodial escrow balances maintained in connection with these mortgage loans serviced were approximately $4,209, $3,698, and $2,957 at December 31, 2005, 2004, and 2003, respectively.

4. RESTRICTIONS ON SUBSIDIARY DIVIDENDS, LOANS, OR ADVANCES

Dividends paid by First Financial are principally provided by dividends from its subsidiaries. However, certain restrictions exist regarding the ability of bank subsidiaries to transfer funds to First Financial in the form of cash dividends, loans, or advances. The approval of the subsidiaries’ respective primary federal regulators is required for First Financial’s subsidiaries to pay dividends in excess of regulatory limitations. As of December 31, 2005, First Financial’s subsidiaries had retained earnings of $136,356 none of which was available for distribution to First Financial as dividends without prior regulatory approval.

5. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

In the normal course of business, First Financial offers a variety of financial instruments with off-balance-sheet risk to its customers to aid them in meeting their requirements for liquidity and credit enhancement. These financial instruments include standby letters of credit and commitments outstanding to extend credit. U.S. generally accepted accounting principles do not require these financial instruments to be recorded in the consolidated balance sheets, statements of earnings, changes in shareholders’ equity, or cash flows. However, a discussion of these instruments follows.

First Financial’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for standby letters of credit and commitments outstanding to extend credit is represented by the contractual amounts of those instruments. First Financial uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. Following is a discussion of these transactions.

Standby letters of credit — These transactions are conditional commitments issued by First Financial to guarantee the performance of a customer to a third party. First Financial’s portfolio of standby letters of credit consists primarily of performance assurances made on behalf of customers who have a contractual commitment to produce or deliver goods or services. The risk to First Financial arises from its obligation to make payment in the event of the customers’ contractual default. First Financial has issued standby letters of credit aggregating $38,296 and $43,453 at December 31, 2005, and 2004, respectively.

Management conducts regular reviews of these instruments on an individual customer basis, and the results are considered in assessing the adequacy of First Financial’s allowance for loan losses. Management does not anticipate any material losses as a result of these letters of credit.

Loan commitments — Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. First Financial evaluates each customer’s creditworthiness on an individual basis. The amount of collateral obtained, if deemed necessary by First Financial upon extension of credit, is based on management’s credit evaluation of the counterparty. The collateral held varies, but may include securities, real estate, inventory, plant, or equipment. First Financial had commitments outstanding to extend credit totaling $523,276 and $500,945 at December 31, 2005, and 2004, respectively. Management does not anticipate any material losses as a result of these commitments.

42 First Financial Bancorp 2005 Annual Report

6. DERIVATIVES

The use of derivative instruments allows a bank to meet the needs of its customers while reducing the interest-rate risk associated with certain transactions. In 2001, First Financial’s board of directors approved a policy authorizing the use of certain derivative products. The approved derivative instruments include interest rate caps, floors, and swaps. Currently, First Financial utilizes interest rate swaps as a means to offer long-term fixed-rate loans to commercial borrowers while maintaining the variable-rate income that better suits First Financial’s funding position. In this way, First Financial is able to effectively modify its exposure to interest-rate risk by converting certain fixed-rate assets to floating rate.

First Financial’s portfolio consists of interest-rate swaps that are accounted for as fair-value hedges. These swap contracts are designated as hedges of specific assets and are accounted for under the short-cut method. First Financial’s swap agreements involve the receipt of floating rate amounts in exchange for fixed interest payments over the life of the agreements without an exchange of the underlying principal amount.

At December 31, 2005, and 2004, First Financial had interest-rate swaps with a notional value of $23,909 and $14,225, respectively. The fair value of the swaps was an unrealized gain of $243 at December 31, 2005, and an unrealized loss of $138 at December 31, 2004. This amount is included with other assets on the balance sheet. The corresponding fair-value adjustment is also included on the balance sheet with the hedged item.

7. INVESTMENT SECURITIES

The following is a summary of investment securities as of December 31, 2005:

	Held-to-Maturity									Available-for-Sale
	Amortized		Unrealized		Unrealized			Market		Amortized		Unrealized		Unrealized			Market
(Dollars in thousands)	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
Securities of U.S. government agencies and corporations										$	122,680	$	94	$	(275	)	$	122,499
Mortgage-backed securities	$	643	$	11	$	0		$	654		340,683		1,304		(3,935	)		338,052
Obligations of state and other political subdivisions		11,912		228		(26	)		12,114		84,187		2,185		(109	)		86,263
Other securities		0		0		0			0		7,607		270		(18	)		7,859
Total	$	12,555	$	239	$	(26	)	$	12,768	$	555,157	$	3,853	$	(4,337	)	$	554,673

The following is a summary of investment securities as of December 31, 2004:

	Held-to-Maturity									Available-for-Sale
	Amortized		Unrealized		Unrealized			Market		Amortized		Unrealized		Unrealized			Market
(Dollars in thousands)	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
Securities of U.S. government agencies and corporations										$	131,490	$	252	$	(1,240	)	$	130,502
Mortgage-backed securities	$	903	$	31	$	0		$	934		375,866		3,391		(2,785	)		376,472
Obligations of state and other political subdivisions		11,906		353		(17	)		12,242		96,213		3,955		(64	)		100,104
Other securities		0		0		0			0		8,646		293		(67	)		8,872
Total	$	12,809	$	384	$	(17	)	$	13,176	$	612,215	$	7,891	$	(4,156	)	$	615,950

The carrying value of investment securities as of December 31, 2003, by category was as follows: U.S. government agencies and corporations $151,409, mortgage-backed $474,686, obligations of state and other political subdivisions $127,330, and other $8,846.

During the year ended December 31, 2005, available-for-sale securities with a fair value at the date of sale of $4 were sold with a $12 gross realized gain recorded.

During the year ended December 31, 2004, available-for-sale securities with a fair value at the date of sale of $4 were sold with no gross realized gain or loss recorded.

During the year ended December 31, 2003, available-for-sale securities with a fair value at the date of sale of $43,228 were sold. The gross realized losses on such sales were $1,032.

There were net investment gains after taxes of $0, $1, and $68 for the years ended December 31, 2005, 2004, and 2003, respectively. The applicable income tax effects were a benefit of $0, $1, and $44 for the years 2005, 2004, and 2003, respectively.

The carrying value of investment securities pledged to secure public deposits and for other purposes as required by law amounted to $589,554 at December 31, 2005.

In February of 2006, First Financial made the decision to restructure a portion of its balance sheet, which included the sale of $186,000 in investment securities. Due to the anticipated restructuring and intent to sell certain investment securities whose market values were below carrying amount, a write-down of the investments securities portfolio was required. Therefore, at December 31, 2005, First Financial recorded an impairment loss on investment securities of $6,519. The weighted average yield on these securities was approximately 3.26% with a duration of approximately 2.1 years. Fluctuations in the market value of securities held by First Financial related primarily to changes in interest rates.

First Financial Bancorp 2005 Annual Report 43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The amortized cost and market value of investment securities, including mortgage-backed securities at December 31, 2005, by contractual maturity, are shown in the table as follows.

Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Held-to-Maturity				Available-for-Sale
	Amortized		Market		Amortized		Market
(Dollars in thousands)	Cost		Value		Cost		Value
Due in one year or less	$	4,021	$	4,020	$	56,368	$	56,451
Due after one year through five years		4,281		4,327		183,121		183,223
Due after five years through ten years		2,889		2,991		141,288		141,609
Due after ten years		1,364		1,430		174,380		173,390
Total	$	12,555	$	12,768	$	555,157	$	554,673

The following is the unrealized loss position of other-than-temporarily impaired securities as of December 31, 2005:

	Less than 12 Months				12 Months or More				Total
			Unrealized				Unrealized				Unrealized
(Dollars in thousands)	Fair Value		Loss		Fair Value		Loss		Fair Value		Loss
Securities of U.S. government agencies and corporations	$	24,748	$	110	$	5,051	$	165	$	29,799	$	275
Mortgage-backed securities		129,383		2,664		31,576		1,271		160,959		3,935
Obligations of state and other political subdivisions		3,371		35		6,938		109		10,309		144
Other securities		1,549		9		0		0		1,549		9
Total temporarily impaired securities	$	159,051	$	2,818	$	43,565	$	1,545	$	202,616	$	4,363

The following is the unrealized loss position of other-than-temporarily impaired securities as of December 31, 2004:

	Less than 12 Months				12 Monthsor More				Total
			Unrealized				Unrealized				Unrealized
(Dollars in thousands)	Fair Value		Loss		Fair Value		Loss		Fair Value		Loss
Securities of U.S. government agencies and corporations	$	118,179	$	1,118	$	8,878	$	122	$	127,057	$	1,240
Mortgage-backed securities		117,273		1,022		78,897		1,763		196,170		2,785
Obligations of state and other political subdivisions		7,064		81		0		0		7,064		81
Other securities		1,403		6		1,799		61		3,202		67
Total temporarily impaired securities	$	243,919	$	2,227	$	89,574	$	1,946	$	333,493	$	4,173

Of the securities in an unrealized loss position less than twelve months at December 31, 2005, 128 items were debt securities. The other item was a CRA Qualified Mutual Fund listed as “Others” in the accompanying table. The unrealized loss of $2,818 represents 0.46% of amortized cost of the total portfolio. Of the 129 items, 107 items, with an unrealized loss of $2,664 or 94.54% of the total unrealized losses less than twelve months, were AAA rated federal agency mortgage-backed securities. U.S. government agencies totaled three items representing unrealized losses of $110 or 3.90% of total unrealized losses less than twelve months. Of those with unrealized losses of greater than twelve months, 61 items had an unrealized loss of $1,545, all of which were debt securities. Of these items, 31 were AAA rated federal agency mortgage-backed securities with an unrealized of loss $1,271, or 82.27% of total unrealized losses. U.S. government agencies totaled three items representing unrealized losses of $165 or 10.68% of total unrealized losses. Unrealized losses of debt securities are due to the increase in current yields relative to the yields in effect at the time the security was purchased. None of the unrealized losses is due to credit risk of the underlying security. Management has the intention of holding these securities to the earlier of the dates at which amortized cost is recovered, or maturity, and expects to realize the full amortized cost. All debt security issues are believed to be temporarily impaired with no future write-down expected. All securities with unrealized losses are reviewed quarterly to determine if any impairment is other than temporary, requiring a write-down to fair market value.

44 First Financial Bancorp 2005 Annual Report

8. LOANS

Information as to nonaccrual and restructured loans at December 31 was as follows:

(Dollars in thousands)	2005		2004		2003
Principal balance
Nonaccrual loans	$	24,961	$	17,472	$	23,466
Restructured loans		3,408		2,110		2,642
Total	$	28,369	$	19,582	$	26,108
Interest income effect
Gross amount of interest that would have been recorded under original terms	$	2,667	$	1,415	$	1,958
Interest included in income		1,551		530		1,009
Net impact on interest income	$	1,116	$	885	$	949

The increase in nonaccrual loans in 2005 involved several commercial time loans. At December 31, 2005, there were no commitments outstanding to lend additional funds to borrowers with nonaccrual or restructured loans. The balances of other real estate acquired through loan foreclosures, repossessions, or other workout situations, net of the related allowance, totaled $3,162, $1,480, and $2,729 at December 31, 2005, 2004, and 2003, respectively.

Changes in the allowance for loan losses for the three years ended December 31 were as follows:

(Dollars in thousands)	2005			2004			2003
Balance at beginning of year	$	45,076		$	46,436		$	46,873
Provision for loan losses		5,571			5,978			18,287
Loans charged-off		(11,590	)		(11,842	)		(22,640	)
Recoveries		3,428			4,504			3,916
Balance at end of year	$	42,485		$	45,076		$	46,436

The allowances for loan losses related to loans that are identified as impaired is based on discounted cash flows using the loan’s initial effective interest rate or the fair value of the collateral for certain collateral dependent loans.

At December 31, 2005, 2004, and 2003, the total recorded investment in loans that are considered to be impaired was $6,364, $3,202, and $3,126, respectively, all of which had a related allowance for loan losses. The related allowance for loan losses on these impaired loans was $2,265 at December 31, 2005, $1,247 at December 31, 2004, and $1,213 at December 31, 2003. At December 31, 2005, 2004, and 2003, there were no impaired loans that did not have an allowance for loan losses. The average recorded investment in impaired loans during the year ended December 31, 2005, was approximately $6,238 versus $3,342 for the year ended December 31, 2004, and $7,059 for the year ended December 31, 2003. For the years ended December 31, 2005, 2004, and 2003, First Financial recognized interest income on those impaired loans of $389, $354, and $270, respectively. First Financial recognizes income on impaired loans on a cash basis.

First Financial Bancorp 2005 Annual Report 45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. LEASE FINANCING

Leases included in the loan portfolio at December 31 were composed as follows:

(Dollars in thousands)	2005		2004
Direct financing	$	1,673	$	3,982
Estimated residual value of leased assets		757		1,682
Less unearned income		172		435
Investment in leases, net	$	2,258	$	5,229

Direct financing lease payments receivable as of December 31, 2005, for the next five years and thereafter are as follows:

(Dollars in thousands)	Direct financing leases
2006	$	985
2007		484
2008		182
2009		18
2010		4
Thereafter		0

10. PREMISES AND EQUIPMENT

Premises and equipment at December 31 were summarized as follows:

(Dollars in thousands)	2005		2004
Land and land improvements	$	18,635	$	17,153
Buildings		65,129		55,908
Furniture and fixtures		41,809		37,676
Leasehold improvements		6,539		6,532
Construction in progress		6,277		9,836
		138,389		127,105
Less accumulated depreciation and amortization		65,364		60,889
Total	$	73,025	$	66,216

Rental expense recorded under operating leases in 2005, 2004, and 2003, was $703, $1,500, and $1,397, respectively.

As of December 31, 2005, future minimum lease payments for operating leases were $1,592 for 2006, $1,511 for 2007, $1,481 for 2008, $1,249 for 2009, $1,170 for 2010, and $56 after 2010.

Capital lease agreements for land and buildings at December 31, 2005, were immaterial.

46 First Financial Bancorp 2005 Annual Report

11. BORROWINGS

The following is a summary of short-term borrowings for the last three years:

	2005					2004					2003
(Dollars in thousands)	Amount		Rate			Amount		Rate			Amount		Rate
At year end
Federal funds purchased and securities sold under agreements to repurchase	$	66,634		2.57	%	$	64,249		1.59	%	$	112,592		0.60	%
Federal Home Loan Bank borrowings		0		0.00	%		78,100		2.20	%		150,000		1.05	%
Other short-term borrowings		45,000		5.07	%		5,845		2.16	%		2,217		1.00	%
Total	$	111,634		3.57	%	$	148,194		1.93	%	$	264,809		0.86	%
Average for the year
Federal funds purchased and securities sold under agreements to repurchase	$	65,747		1.58	%	$	73,160		0.91	%	$	68,928		0.87	%
Federal Home Loan Bank borrowings		16,194		2.77	%		127,993		1.39	%		70,814		1.09	%
Other short-term borrowings		9,028		5.26	%		9,790		1.31	%		21 ,734		2.44	%
Total	$	90,969		2.16	%	$	210,943		1.22	%	$	161,476		1.18	%
Maximum month-end balances
Federal funds purchased and securities sold under agreements to repurchase	$	77,481				$	105,778				$	106,692
Federal Home Loan Bank borrowings		68,300					181,900					150,000
Other short-term borrowings		45,000					5,845					36,239

Repurchase Agreements are utilized for corporate sweep accounts, on which Cash Management Account Agreements are in place. All are subject to the terms and conditions of Repurchase/Security Agreements between the bank and customer. To secure the bank’s liability to the customer, First Financial Bank is authorized to sell or repurchase U.S. Treasury, government agencies, and mortgage-backed securities.

At December 31, 2005, First Financial had a short-term revolving line of credit with a financial institution of $75,000. As of year end, the outstanding balance was $45,000. The variable interest rate on this line of credit is the current federal funds rate plus a spread. The line of credit has several financial requirements including whereby First Financial’s subsidiaries must maintain a risk-based capital level of a well-capitalized institution. First Financial must maintain an allowance for loan losses which matches or exceeds its level of nonperforming loans. First Financial’s double leverage (investments in subsidiaries to total equity plus outstanding trust preferred securities) must not exceed 1.10% to 1.00% at any time. First Financial’s nonperforming assets must not exceed 2.50% of its consolidated loans plus other real estate owned. Finally, First Financial’s return on assets must be at least 0.90% for the four preceding quarters then ended. Various other covenants must also be followed. First Financial was in compliance with these requirements as of December 31, 2005.

Federal Home Loan Bank Long-Term Debt — At December 31, 2005, Federal Home Loan Bank (FHLB) advances with rates ranging from 2.21% to 6.90%, with interest payable monthly totaled $286,655. The long-term advances mature as follows: $45,450 in 2006, $28,500 in 2007, $61,054 in 2008, $18,500 in 2009, $69,058 in 2009, and $64,093 after 2010.

FHLB advances, both short-term and long-term, were secured by certain residential mortgage loans, as well as certain government and agency securities, with a book value of $845,379 at December 31, 2005.

Other Long-Term Debt — Other long-term debt which appears on the balance sheet consists of junior subordinated debentures owed to two unconsolidated subsidiary trusts.

Capital securities were issued in 2003 by a statutory business trust, First Financial (OH) Statutory Trust II (Trust II), and 2002 by another statutory business trust, First Financial (OH) Statutory Trust I (Trust I). First Financial owns 100% of the common equity of both the trusts. The trusts were formed with the sole purpose of issuing the capital securities and investing the proceeds from the sale of such capital securities in the debentures. The debentures held by the trusts are the sole assets of the each trust. Distributions on the capital securities are payable quarterly at a variable rate of interest, which is equal to the interest rate being earned by the trust on the debentures and are recorded as interest expense of First Financial. The interest rate is variable and is subject to change every three months. The base index is the three-month LIBOR (London Inter-Bank Offered Rate). On December 31, 2005, the rates on Trust I and Trust II were 7.92% and 7.63%, respectively. First Financial has the option to defer interest for up to five years on the debentures. However, the covenants prevent the payment of dividends on common stock if the interest is deferred. The capital securities are subject to mandatory redemption, in whole or in part, upon repayment of the debentures. First Financial has entered into agreements which, taken collectively, fully or unconditionally guarantee the capital securities subject to the terms of the guarantees. The debentures currently qualify as Tier I capital under Federal Reserve Board guidelines. The banking regulatory agencies recently issued guidance which did not change the regulatory capital treatment for the Trust Preferred Securities. The debentures issued in 2003 are first redeemable, in whole or in part, by First Financial on September 30, 2008, and mature on September 30, 2033. The amount outstanding, net of offering costs, as of December 31, 2005, was $20,000. The debentures issued in 2002 are first redeemable, in whole or in part, by First Financial on September 25, 2007, and mature on September 25, 2032. The amount outstanding, net of offering costs, as of December 31, 2005, was $10,000.

First Financial Bancorp 2005 Annual Report 47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12. INCOME TAXES

Income tax expense consisted of the following components:

(Dollars in thousands)	2005			2004		2003
Current expense (benefit)
Federal	$	13,439		$	14,608	$	14,421
State		(47	)		1,965		1,660
Total		13,392			16,573		16,081
Deferred (benefit) expense
Federal		(746	)		2,548		737
State		(32	)		174		71
Total		(778	)		2,722		808
Income tax expense	$	12,614		$	19,295	$	16,889

The difference between the federal income tax rates, applied to income before income taxes, and the effective rates was due to the following:

(Dollars in thousands)	2005			2004			2003
Income taxes computed at federal statutory rate (35%) on income before income taxes and before discontinued operations	$	15,197		$	21,139		$	18,840
Tax-exempt income		(1,744	)		(1,906	)		(2,055	)
Bank-owned life insurance		(1,067	)		(1,182	)		(1,103	)
State income taxes, net of federal tax benefit		(52	)		1,282			1,444
Other		280			(38	)		(237	)
Income tax expense	$	12,614		$	19,295		$	16,889

The major components of the temporary differences that give rise to deferred tax assets and liabilities at December 31, 2005, and 2004, were as follows:

(Dollars in thousands)	2005			2004
Deferred tax assets
Allowance for loan losses	$	14,870		$	14,973
Deferred compensation		431			452
Unrealized loss on securities available for sale		707			1,210
Post retirement benefits other than pension liability		681			686
Accrued stock-based compensation		481			869
Accrued severance payments		692			532
Securities impairment		2,282			0
Other		615			0
Total deferred tax assets		20,759			18,722
Deferred tax liabilities
Tax greater than book depreciation		(2,392	)		(1,827	)
FHLB stock dividends		(3,555	)		(3,208	)
Mortgage-servicing rights		(1,834	)		(1,292	)
Leasing activities		(1,954	)		(2,354	)
Deferred loan fees and costs		(373	)		(820	)
Pension liability		(682	)		(1,056	)
Intangible assets		(2,184	)		(1,546	)
Prepaid expenses		(625	)		(464	)
Purchase accounting		(752	)		(1,209	)
Other		(1,518	)		(834	)
Total deferred tax liabilities		(15,869	)		(14,610	)
Net deferred tax asset recognized through the consolidated statement of earnings		4,890			4,112
Net deferred tax asset related to other comprehensive income items, recognized in equity section of the consolidated balance sheet		4,364			1,518
Total net deferred tax asset	$	9,254		$	5,630

48 First Financial Bancorp 2005 Annual Report

RISK-BASED CAPITAL

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet minimum capital requirements can initiate regulatory action.

Quantitative measures established by regulation to ensure capital adequacy require First Financial to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets and of Tier 1 capital to average assets. Management believes, as of December 31, 2005, that First Financial meets all capital adequacy requirements to which it is subject. At December 31, 2005, and 2004, the most recent regulatory notifications categorized First Financial as well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, First Financial must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution’s category.

Actual and required capital amounts and ratios are presented below at year-end.

											To Be Well
											Capitalized Under
						For Capital					Prompt Corrective
	Actual					Adequacy Purposes					Action Provisions
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
December 31, 2005
Total capital to risk-weighted assets
Consolidated	$	332,458		12.75	%	$	208,653		8.00	%		N/A		10.00	%
First Financial Bank		337,657		13.15	%		205,493		8.00	%	$	256,866		10.00	%
Tier 1 capital to risk-weighted assets
Consolidated		299,680		11 .49	%		104,327		4.00	%		N/A		6.00	%
First Financial Bank		297,944		11 .60	%		102,746		4.00	%		154,120		6.00	%
Tier 1 capital to average assets
Consolidated		299,680		7.93	%		151,229		4.00	%		N/A		5.00	%
First Financial Bank		297,944		8.16	%		145,986		4.00	%		182,483		5.00	%

											To Be Well
											Capitalized Under
						For Capital					Prompt Corrective
	Actual					Adequacy Purposes					Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
December 31, 2004
Total capital to risk-weighted assets
Consolidated	$	402,400		14.31	%	$	225,032		8.00	%		N/A		10.00	%
First Financial Bank		135,922		10.76	%		101,088		8.00	%	$	126,360		10.00	%
Community First Bank & Trust		92,913		15.16	%		49,042		8.00	%		61 ,302		10.00	%
Sand Ridge Bank		70,499		12.73	%		44,308		8.00	%		55,385		10.00	%
Tier 1 capital to risk-weighted assets
Consolidated		367,116		13.05	%		112,516		4.00	%		N/A		6.00	%
First Financial Bank		115,086		9.11	%		50,544		4.00	%		75,816		6.00	%
Community First Bank & Trust		82,694		13.49	%		24,521		4.00	%		36,781		6.00	%
Sand Ridge Bank		63,560		11 .48	%		22,154		4.00	%		33,231		6.00	%
Tier 1 capital to average assets
Consolidated		367,116		9.48	%		154,888		4.00	%		N/A		5.00	%
First Financial Bank		115,086		6.72	%		68,552		4.00	%		85,690		5.00	%
Community First Bank & Trust		82,694		10.05	%		32,905		4.00	%		41,131		5.00	%
Sand Ridge Bank		63,560		7.30	%		34,828		4.00	%		43,535		5.00	%

First Financial Bancorp 2005 Annual Report 49

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. EMPLOYEE BENEFIT PLANS

First Financial sponsors a non-contributory defined benefit pension plan covering substantially all employees. First Financial uses a December 31 measurement date for its defined benefit pension plan.

The following tables set forth information concerning amounts recognized in First Financial’s Consolidated Balance Sheets and Consolidated Statements of Earnings:

	December 31
(Dollars in thousands)	2005			2004
Change in benefit obligation
Benefit obligation at beginning of year	$	49,653		$	43,676
Service cost		3,839			3,405
Interest cost		3,071			2,822
Actuarial loss		5,171			2,871
Benefits paid		(6,906	)		(3,121	)
Benefit obligation at end of year		54,828			49,653
Change in plan assets
Fair value of plan assets at beginning of year		30,049			24,974
Actual return on plan assets		75			1,500
Employer contributions		5,605			6,696
Benefits paid		(6,906	)		(3,121	)
Fair value of plan assets at end of year		28,823			30,049
Funded status		(26,005	)		(19,604	)
Unrecognized transition amount		(155	)		(219	)
Unrecognized prior service cost		125			184
Unrecognized actuarial loss		27,984			21,241
Net amount recognized in the consolidated balance sheets	$	1,949		$	1,602
Amounts recognized in the consolidated balance sheets
Accrued benefit liability	$	(9,932	)	$	(6,892	)
Intangible pension asset		125			184
Other comprehensive income, net of taxes		7,562			5,320
Deferred tax assets		4,194			2,990
Net amount recognized	$	1,949		$	1,602
Accumulated benefit obligation	$	38,754		$	36,941

Information for pension plans with an accumulated benefit	December 31 ,
obligation in excess of plan assets	2005		2004
Projected benefit obligation	$	54,828	$	49,653
Accumulated benefit obligation		38,754		36,941
Fair value of plan assets		28,823		30,049

				December 31 ,
Components of net periodic benefit cost	2005			2004			2003
Service cost	$	3,839		$	3,405		$	2,938
Interest cost		3,071			2,822			2,585
Expected return on assets		(2,711	)		(2,431	)		(2,057	)
Amortization of transition asset		(64	)		(80	)		(80	)
Amortization of unrecognized prior service cost		59			146			253
Amortization of actuarial loss		1,064			830			529
Net periodic pension cost	$	5,258		$	4,692		$	4,168

Additional information	2005		2004
Increase in minimum liability included in other comprehensive income, net of taxes	$	2,242	$	1,149

50 First Financial Bancorp 2005 Annual Report

	December 31 ,
Weighted-average assumptions to determine:	2005			2004
Benefit obligations
Discount rate		5.86	%		6.25	%
Rate of compensation increase		3.50	%		3.50	%
Net periodic benefit cost
Discount rate		6.25	%		6.50	%
Expected return on plan assets		8.50	%		8.50	%
Rate of compensation increase		3.50	%		3.50	%

The overall expected long-term return on plan assets was based on the composition of plan assets and a consensus of estimates from similarly managed portfolios of expected future returns.

	Plan Assets at December 31 ,
	2005			2004
Asset Category
Equity securities		60.76	%		63.75	%
Bond securities		38.14	%		35.20	%
Other		1.10	%		1 .05	%
Total		100.00	%		100.00	%

Plan assets are administered by the Wealth Resource Group of First Financial Bank, N.A. Plan assets primarily consist of equity and debt mutual funds and money market funds. The plan held 1,770,845 shares of the Legacy Multi-Cap Core Equity fund at December 31, 2005, with a fair value of $17,514. During 2005, the plan purchased 1,937,172 shares and sold 3,478,719 shares of the fund. The plan received dividends from the fund of $2,029 for 2005.

At December 31, 2005, the Legacy Core Bond Fund held assets with a notional value of $5,722 and a fair value of $10,992. During 2005, this fund purchased debt securities with a notional value of $1,900 and sold debt securities with a notional amount of $1,201. Interest income was $456 for 2005.

Approximately 98.90% and 98.95% of plan assets at December 31, 2005, and 2004, respectively, were invested in the Legacy Funds for which First Financial Capital Advisors, LLC, a wholly-owned subsidiary of First Financial, serves as investment advisor. This pension plan does not own any shares of First Financial common stock.

Each funding policy provides an investment range that allows the investment manager the latitude to manage the account within certain pre-established parameters. First Financial has chosen an investment policy which allows a range of 45% to 75% in equity securities and 35% to 55% in fixed income or bond securities.

First Financial expects to contribute $7,578 to its pension plan in 2005. These contributions will be required to meet ERISA’s minimum funding standards and the estimated quarterly contribution requirements during this period. This estimate is also based on current IRS funding regulations and could change depending on the Pension Reform Legislation in Congress.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

(Dollars in thousands)	Retirement Benefits
2006	$	3,369
2007		3,509
2008		3,640
2009		3,813
2010		4,037
Thereafter		26,058

First Financial also sponsors a defined contribution 401 (k) thrift plan which covers substantially all employees. Employees may contribute up to 50.0% of their base salaries into the plan, not to exceed $13. First Financial contributions are at the discretion of the board of directors. During 2005 and 2004, First Financial contributed $0.50 for each $1.00 an employee contributed, up to a maximum First Financial contribution of 3.00% of the employee’s base salary. All First Financial matching contributions vest immediately. Total First Financial contributions to the 401 (k) plan were $967 during 2005, $982 during 2004, and $927 during 2003.

First Financial provides life insurance to all full-time employees. Bank-owned life insurance balances were $80,820 and $71,098 at December 31, 2005, and 2004, respectively.

First Financial Bancorp 2005 Annual Report 51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

Some First Financial subsidiaries maintain health care and, in limited instances, life insurance plans for current retired employees. Under the current policy, the health care plans are unfunded and pay medically necessary expenses incurred by retirees, after subtracting payments by Medicare or other providers and after stated deductibles have been met. First Financial has reserved the right to change or eliminate these benefit plans. First Financial uses a December 31 measurement date for its other postretirement benefit plans.

The following table sets forth the funded status and amounts recognized in First Financial’s Consolidated Balance Sheets:

(Dollars in thousands)	2005			2004
Change in benefit obligation
Benefit obligation at beginning of year	$	1,350		$	1,361
Interest cost		80			84
Plan participants’ contributions		46			47
Actuarial loss		298			128
Benefits paid		(260	)		(270	)
Benefit obligation at end of year		1,514			1,350
Fair value of plan assets at beginning and end of year		0			0
Funded status		(1,514	)		(1,350	)
Unrecognized actuarial gain		(180	)		(444	)
Unrecognized prior service cost		(7	)		(11	)
Net postretirement liability recognized in the consolidated balance sheets	$	(1,701	)	$	(1,805	)

	2005			2004
Components of net periodic postretirement benefit cost
Interest cost	$	80		$	84
Amortization of unrecognized prior service cost		(4	)		(4	)
Amortization of actuarial gain		(34	)		(41	)
Net periodic benefit cost	$	42		$	39

	2005			2004
Weighted-average assumptions used to determine accumulated postretirement benefit obligation
Discount rate		5.86	%		6.25	%
Assumed health care cost trend rates at December 31,
Health care cost trend rate assumed for next year		10.00	%		10.00	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)		5.00	%		5.00	%
Year that the rate reaches the ultimate trend rate		2011			2010

Assumed health care trend rates have a significant effect on the amounts reported for health care plans. Since there are no new entrants to the health care plan, there is no effect on service or interest cost. However, a one-percentage-point change in assumed health care trend rates would have the following effects:

	One-Percentage-		One-Percentage-
	Point Increase		Point Decrease
Effect on postretirement benefit obligation	$	114	$	(104	)

First Financial’s other postretirement benefit plan weighted average asset allocation at December 31, 2005, and 2004, by asset category was 100% invested in a federal money fund.

First Financial expects to contribute approximately $159 to its other postretirement plan in 2006.

On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act (the Act) of 2003 was enacted. First Financial elected the deferral provided by Financial Staff Position No. FAS 106-1. As stated above, there are no new entrants into the health care plan. Therefore, any measures of the net periodic postretirement benefit cost in the financial statements or the accompanying notes do not reflect the effects of the Act on the plan.

52 First Financial Bancorp 2005 Annual Report

16. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:

(Dollars in thousands, except per share data)	2005		2004		2003
Numerator for basic and diluted earnings per share — income available to common shareholders:
Earnings from continued operations	$	30,808	$	41,101	$	36,939
Earnings from discontinued operations		7,125		17		967
Net earnings	$	37,933	$	41,118	$	37,906
Denominator for basic earnings per share — weighted average shares		43,084,378		43,818,779		44,370,917
Effect of dilutive securities — employee stock options		88,372		61,633		51,935
Denominator for diluted earnings per share — adjusted weighted average shares		43,172,750		43,880,412		44,422,852
Earnings per share from continued operations
Basic	$	0.72	$	0.94	$	0.83
Diluted	$	0.71	$	0.94	$	0.83
Earnings per share from discontinued operations
Basic	$	0.17	$	0.00	$	0.02
Diluted	$	0.17	$	0.00	$	0.02
Earnings per share
Basic	$	0.89	$	0.94	$	0.85
Diluted	$	0.88	$	0.94	$	0.85

17. STOCK OPTIONS

The 1991 Stock Incentive Plan provides incentive stock options and stock awards to certain key employees and non-qualified stock options to directors of First Financial who are not employees for up to 1,691,036 common shares of First Financial. The options are not exercisable for at least one year from the date of grant and are thereafter exercisable for such periods (which may not exceed 10 years) as the board of directors, or a committee thereof, specifies, provided that the optionee has remained in the employment of First Financial or its subsidiaries. All options expire at the end of the exercise period. Cancelled and expired options become available for issuance and are reflected in the available-for-future-grant figure. On April 27, 1999, the shareholders approved the 1999 Stock Incentive Plan which provides for 7,507,500 shares for similar options and awards. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because First Financial’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options.

Activity in the above plan for 2005, 2004, and 2003 is summarized as follows:

	2005					2004					2003
	Number			Weighted Average		Number			Weighted Average		Number			Weighted Average
	of shares			Option Price		of shares			Option Price		of shares			Option Price
Outstanding at beginning of year		1,409,726		$	17.26		1,570,700		$	17.45		1,587,755		$	17.55
Granted		477,552			17.63		173,489			17.20		210,652			16.42
Exercised		(155,150	)		15.83		(16,757	)		11.77		(42,479	)		10.49
Cancelled		(122,183	)		18.25		(317,706	)		18.48		(185,228	)		18.67
Outstanding at end of year		1,609,945		$	17.43		1,409,726		$	17.26		1,570,700		$	17.45
Exercisable at end of year		1,172,443		$	17.36		1,246,737		$	17.27		1,379,211		$	17.60
Available for future grant		5,227,589					5,655,537					5,728,512

First Financial Bancorp 2005 Annual Report 53

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table is a summary of information on currently outstanding and exercisable options as of December 31, 2005:

	Options Outstanding						Exercisable Option
			Weighted Average
			Remaining		Weighted Average				Weighted Average
(Dollars in thousands)	Shares		Contractual Life		Exercise Price		Shares		Exercise Price
Range of Exercise Prices
$10.81 — $13.15		99,696		3.6	$	14.06		99,696	$	14.06
$15.37 — $17.89		1,265,623		6.5		17.18		879,847		17.04
$18.64 — $22.57		244,626		4.1		20.12		192,900		20.51
$10.81 — $22.57		1,609,945		6.0	$	17.43		1,172,443	$	17.36

The following is a summary of activity in restricted stock for the years ended December 31,

	2005					2004					2003
	Number			Weighted Average		Number			Weighted Average		Number			Weighted Average
	of shares			Grant Price		of shares			Grant Price		of shares			Grant Price
Outstanding at beginning of year		310,255		$	16.95		322,198		$	16.90		359,561		$	17.01
Granted		89,600			17.61		130,450			17.13		147,594			16.58
Vested		(146,784	)		16.91		(104,751	)		16.83		(181,748	)		16.85
Cancelled		(35,017	)		17.12		(37,642	)		16.93		(3,209	)		16.66
Outstanding at end of year		218,054		$	17.22		310,255		$	16.95		322,198		$	16.90

Restricted stock awards are recorded as deferred compensation, a component of stockholders’ equity at the fair value of these awards at the date of grant and amortized on a straight-line basis to compensation expense over the specified vesting periods, which is currently four years. For awards granted prior to 2005, the vesting of the awards only required a service period to be met. Therefore, 25% of each grant would vest each of the four years. However, vesting of restricted stock awards granted in 2005 included an additional measure. For the 2005 restricted stock awards to vest, the company must meet a performance goal of 12.00% return on equity. Since this goal was not met in 2005, 25% of the awards granted in 2005 will not vest. However, if the average return on equity for 2005 and 2006 is 12.00% or higher, the first year’s awards, as well as the second year’s awards, will vest in 2006. Compensation expense related to restricted stock awards included in salaries and benefits was $1,671, $1,925, and $3,038 in 2005, 2004, and 2003, respectively.

Under the intrinsic value method of accounting, compensation expense has not been recognized in the accompanying statements of earnings for stock-based compensation plans, other than for restricted stock awards. Had compensation expense been recognized for the fair value of options awarded, proforma net earnings and earnings per share would have been as follows for the years ended December 31:

(Dollars in thousands, except per share data)	2005		2004		2003
Net earnings as reported	$	37,933	$	41,118	$	37,906
Add: restricted stock expense, net of taxes, included in net income		1,086		1,251		1,975
Less: total stock-based employee compensation expense determined under the fair value method for all awards, net of taxes		1,374		1,517		2,347
Pro forma net earnings	$	37,645	$	40,852	$	37,534
Earnings per share
Basic — as reported	$	0.88	$	0.94	$	0.85
Basic — pro forma	$	0.87	$	0.93	$	0.85
Diluted — as reported	$	0.88	$	0.94	$	0.85
Diluted — pro forma	$	0.87	$	0.93	$	0.84

The fair value of stock options granted was estimated using the Black-Scholes option valuation model at the date of grant.

The weighted average assumptions used in the computations are as follows:

	2005			2004			2003
Fair value of options granted	$	2. 72		$	2.85		$	2.52
Dividend yield		3.63	%		3.60	%		3.66	%
Volatility		0.204			0.219			0.225
Risk-free interest rate		3.92	%		3.34	%		3.02	%
Expected life		5.23			5.32			5.22

54 First Financial Bancorp 2005 Annual Report

18. LOANS TO RELATED PARTIES

Activity of loans to directors, executive officers, principal holders of First Financial’s common stock, and certain related persons was as follows:

(Dollars in thousands)	2005		2004		2003
Beginning balance	$	28,691	$	25,389	$	48,555
Additions		8,346		9,003		9,844
Collected		18,318		5,701		33,010
Ending balance	$	18,719	$	28,691	$	25,389
Loans 90 days past due	$	0	$	0	$	0

Related parties of First Financial, as defined above, were customers of and had transactions with subsidiaries of First Financial in the ordinary course of business during the periods noted above. Additional transactions may be expected in the ordinary course of business in the future. All outstanding loans, commitments, financing leases, transactions in money market instruments and deposit relationships included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others, and did not involve more than a normal risk of collectibility or present other unfavorable features.

19. SHAREHOLDER RIGHTS PLAN

First Financial has a “shareholder rights plan” under which the holders of First Financial’s common stock are entitled to receive one “right” per share held.

Under the plan, each “right” would be distributed only on the 20th business day after any one of the following events occurs: 1) A public announcement that a person or group has acquired 20 percent or more (an “acquiring person”) of First Financial’s outstanding common shares, 2) The beginning of a tender offer or exchange offer that would result in a person or group owning 30 percent or more of the corporation’s outstanding common shares, or 3) A declaration by the board of directors of a shareholder as an “adverse person.” (An adverse person is a person who owns at least 10 percent of the common shares and attempts “greenmail,” or is likely to cause a material adverse impact on the First Financial — such as impairing customer relationships, harming the company’s competitive position or hindering the board’s ability to effect a transaction it deems to be in the shareholders’ best interest.)

In the event of such a distribution, each “right” would entitle the holder to purchase, at an exercise price of $38.96, one share of common stock of the corporation. Subject to the “exchange option” described below, if a person or group acquires 30 percent or more of First Financial’s outstanding common shares or is declared an “adverse person” by the board of directors of the corporation, each “right” would entitle the holder to purchase, at an exercise price of $38.96, a number (to be determined under the plan) of shares of common stock of the corporation at a price equal to 50 percent of its then current market price. However, any “rights” held by an “acquiring person” or an “adverse person” could not be exercised.

Additionally, each “right” holder would be entitled to receive common stock of any acquiring company worth two times the exercise price of the “right,” should either of the following happen after a person becomes an “acquiring person”: 1) First Financial is acquired in a merger or other transaction — other than a merger which the independent directors determine to be in the best interest of First Financial and its shareholders, or 2) 50 percent or more of First Financial’s assets or earning power is sold or transferred.

At any time after any person becomes an “acquiring person” or an “adverse person,” the plan gives First Financial’s board of directors the option (the “exchange option”) to exchange all or part of the outstanding “rights” (except “rights” held by an “acquiring person” or an “adverse person”) for shares of First Financial’s common stock at an exchange ratio of 0.8 shares of common stock per “right.” In the event that First Financial’s board of directors adopts the “exchange option,” each “right” would entitle the holder thereof to receive 0.8 shares of common stock per “right.” Any partial exchange would be effected pro rata based on the number of “rights” held by each holder of “rights” included in the exchange.

First Financial may redeem “rights” for $0.01 per “right” at any time prior to the 20th business day following the date when a person acquires 20 percent of the outstanding shares. First Financial may not redeem the “rights” when a holder has become an “adverse person.”

The board’s adoption of this “rights” plan has no financial effect on First Financial, is not dilutive to First Financial shareholders, is not taxable to the corporation or its shareholders, and will not change the way in which First Financial common shares are traded. “Rights” are not exercisable until distributed; and all “rights” will expire at the close of business on December 6, 2008, unless earlier redeemed by First Financial.

First Financial Bancorp 2005 Annual Report 55

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

20. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by First Financial in estimating its fair value disclosures for financial instruments:

Cash and short-term investments — The carrying amounts reported in the balance sheet for cash and short-term investments, such as interest-bearing deposits with other banks and federal funds sold, approximated the fair value of those instruments.

Investment securities (including mortgage-backed securities) — Fair values for investment securities were based on quoted market prices, where available. If quoted market prices were not available, fair values were based on quoted market prices of comparable instruments. (Refer to Note 7 for further disclosure.)

Loans — The fair values of loans and leases, such as commercial real estate and consumer loans were estimated by discounting the future cash flows using the current rates at which similar loans and leases would be made to borrowers with similar credit ratings and for the same remaining maturities or repricing frequency. The carrying amount of accrued interest approximated its fair value.

Mortgage-servicing rights — The fair value of mortgage-servicing rights was determined through modeling of the expected future cash flows. The modeling included stratification by maturity and coupon rates on the underlying mortgage loans. Certain assumptions were used in the valuation regarding prepayment speeds, discount rates, servicing costs, delinquency, and foreclosure costs which were arrived at from third-party sources and internal records.

Deposit liabilities — The fair value of demand deposits, savings accounts, and certain money-market deposits was the amount payable on demand at the reporting date. The carrying amounts for variable-rate certificates of deposit approximated their fair values at the reporting date. The fair value of fixed-rate certificates of deposit was estimated using a discounted cash flow calculation which applies the interest rates currently offered for deposits of similar remaining maturities. The carrying amount of accrued interest approximated its fair value.

Borrowings — The carrying amounts of federal funds purchased and securities sold under agreements to repurchase and other short-term borrowings approximated their fair values. The fair value of long-term debt was estimated using a discounted cash flow calculation which utilizes the interest rates currently offered for borrowings of similar remaining maturities. Third-party valuations were used for long-term debt with embedded options, such as call features. The carrying amount of the other long-term borrowings, or trust preferred securities, approximate its fair value.

Commitments to extend credit and standby letters of credit — Pricing of these financial instruments is based on the credit quality and relationship, fees, interest rates, probability of funding and compensating balance and other covenants or requirements. Loan commitments generally have fixed expiration dates, are variable rate and contain termination and other clauses which provide for relief from funding in the event that there is a significant deterioration in the credit quality of the customer. Many loan commitments are expected to expire without being drawn upon. The rates and terms of the commitments to extend credit and the standby letters of credit are competitive with those in First Financial’s market area. The carrying amounts are reasonable estimates of the fair value of these financial instruments. Carrying amounts which are comprised of the unamortized fee income and, where necessary, reserves for any expected credit losses from these financial instruments, are immaterial. (Refer to Note 5 for additional information.)

Derivative financial instruments — Fair values for derivative financial instruments specifically interest rate swaps, were determined using market quotes for those instruments.

First Financial does not carry financial instruments which are held or issued for trading purposes.

The estimated fair values of First Financial’s financial instruments at December 31 were as follows:

	2005				2004
	Carrying		Fair			Carrying		Fair
(Dollars in thousands)	value		value			value		value
Financial assets
Cash and short-term investments	$	261,281	$	261,281		$	164,981		$	164,981
Investment securities held-to-maturity		12,555		12,768			12,809			13,176
Investment securities available-for-sale		554,673		554,673			615,950			615,950
Other investments		40,755		40,755			39,179			39,179
Loans
Commercial		582,594		589,597			635,489			639,836
Real estate — construction		86,022		86,736			86,345			86,561
Real estate — mortgage		1,418,413		1,409,950			1,478,930			1,496,239
Installment, net of unearned income		515,200		516,907			580,150			579,997
Credit card		22,936		24,960			21,894			21,894
Leasing		2,258		2,537			5,229			5,642
Less allowance for loan losses		42,485					45,076
Net loans		2,584,938		2,630,687			2,762,961			2,830,169
Mortgage-servicing rights		5,527		8,011			4,505			4,599
Accrued interest receivable		19,444		19,444			19,025			19,025
Derivative financial instruments		243		243			N/A			N/A
Financial liabilities
Deposits
Noninterest-bearing		440,988		440,988			438,367			438,367
Interest-bearing demand		247,187		247,187			204,094			204,094
Savings		989,990		989,990			1,013,057			1,013,057
Time		1,247,274		1,242,741			1,250,347			1,243,809
Total deposits		2,925,439		2,920,906			2,905,865			2,899,327
Short-term borrowings		111,634		111,634			148,194			148,194
Federal Home Loan Bank long-term debt		286,655		289,873			330,356			337,625
Other long-term debt		30,930		30,930			30,930			30,930
Accrued interest payable		5,872		5,872			4,696			4,696
Derivative financial instruments		N/A		N/A			138			138

56 First Financial Bancorp 2005 Annual Report

21. FIRST FINANCIAL BANCORP. (PARENT COMPANY ONLY) FINANCIAL INFORMATION

BALANCE SHEETS

	December 31,
(Dollars in thousands)	2005		2004
Assets
Cash	$	11,794	$	25,077
Investment securities, available for sale		3,316		3,302
Subordinated notes from subsidiaries		7,500		7,500
Investment in subsidiaries
Commercial banks		301,718		304,922
Savings banks		0		9,515
Nonbanks		19,606		21,907
Total investment in subsidiaries		321,324		336,344
Loans
Commercial		997		1,144
Real Estate		6,385		6,847
Total loans		7,382		7,991
Allowance for loan losses		1,896		1,896
Net loans		5,486		6,095
Bank premises and equipment		1,188		1,146
Other assets		36,536		35,324
Total assets	$	387,144	$	414,788
Liabilities
Short-term borrowings	$	45,000	$	2,000
Subordinated debentures		30,930		30,930
Dividends payable		6,852		6,556
Other liabilities		4,481		3,847
Total liabilities		87,263		43,333
Shareholders’ equity		299,881		371,455
Total liabilities and shareholders’ equity	$	387,144	$	414,788

STATEMENTS OF EARNINGS	Year ended December 31
(Dollars in thousands)	2005			2004			2003
Income
Interest income	$	716		$	839		$	971
Noninterest income		691			624			723
Investment securities losses		(3	)		(3	)		(3	)
Dividends from subsidiaries		41,818			35,847			61,434
Total income		43,222			37,307			63,125
Expenses
Interest expense		2,495			1,575			1,397
Provision for loan losses		0			0			(120	)
Salaries and employee benefits		9,517			6,731			9,619
Miscellaneous professional services		2,714			1,481			1,286
Other		1,746			2,161			2,051
Total expenses		16,472			11,948			14,233
Income before income taxes and (excess dividends from) equity in undistributed net earnings of subsidiaries		26,750			25,359			48,892
Income tax benefit		(4,825	)		(2,944	)		(3,852	)
(Excess dividends from) equity in undistributed net earnings of subsidiaries		(767	)		12,798			(15,805	)
Earnings from continuing operations		30,808			41,101			36,939
Earnings from discontinued operations		7,125			17			967
Net earnings	$	37,933		$	41,118		$	37,906

First Financial Bancorp 2005 Annual Report 57

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
STATEMENTS OF CASH FLOWS

	Year ended December
(Dollars in thousands)	2005			2004			2003
Operating activities
Net earnings	$	37,933		$	41,118		$	37,906
Adjustments to reconcile net earnings to net cash provided by operating activities
Excess dividends from (equity in undistributed earnings of) subsidiaries		767			(12,815	)		15,540
Provision for loan losses		0			0			(120	)
Depreciation and amortization		1,901			2,145			3,225
Deferred income taxes		(1,349	)		2,003			(551	)
Increase (decrease) in dividends payable		296			(39	)		(170	)
Increase in accrued expenses		369			119			643
Decrease (increase) in other assets		259			(4,109	)		(2,881	)
Net decrease (increase) from discontinued operations		9,515			67			(168	)
Net cash provided by operating activities		49,691			28,489			53,424
Investing activities
Capital contributions to subsidiaries		0			(4,750	)		(620	)
Maturities of investment securities		2			2,005			0
Net decrease in loans		609			1,595			4,806
Purchases of premises and equipment		(207	)		(100	)		(129	)
Other		(564	)		97			(179	)
Net cash (used in) provided by investing activities		(160	)		(1,153	)		3,878
Financing activities
Increase (decrease) in short-term borrowings		43,000			2,000			(30,500	)
Issuance of subordinated debentures to non-bank subsidiary		0			0			20,620
Cash dividends		(27,671	)		(26,348	)		(26,586	)
Purchase of common stock		(78,344	)		(6,265	)		(19,714	)
Proceeds from exercise of stock options, net of shares purchased		201			9			82
Net cash used in financing activities		(62,814	)		(30,604	)		(56,098	)
(Decrease) increase in cash		(13,283	)		(3,268	)		1,204
Cash at beginning of year		25,077			28,345			27,141
Cash at end of year	$	11,794		$	25,077		$	28,345

22. DISCONTINUED OPERATIONS

On September 16, 2005, First Financial closed the sale of substantially all of the assets and certain liabilities of its Fidelity Federal Savings Bank subsidiary to Mutual Federal Savings Bank, a subsidiary of MutualFirst Financial, Inc. of Muncie, Indiana. Fidelity Federal is reported as a discontinued operation for financial reporting purposes for all periods presented. The results of its operations and its cash flows have been removed from First Financial’s results of continuing operations for all periods presented.

The following table lists the assets and liabilities of Fidelity Federal included in the December 31, 2004, consolidated balance sheets as assets and liabilities related to discontinued operations that were sold on September 16, 2005:

	December 31,
	2004
Assets
Cash and due from banks	$	2,916
Investments available for sale		14,302
Other earning assets		425
Net loans		85,646
Bank premises and equipment		682
Interest receivable		491
Other assets		719
Total assets	$	105,181
Liabilities
Noninterest-bearing deposits	$	5,536
Interest-bearing deposits		73,585
Borrowings		17,450
Other liabilities		603
Total liabilities	$	97,174

58 First Financial Bancorp 2005 Annual Report

	Year ended December 31,
	2005			2004			2003
Interest income
Loans, including fees	$	4,034		$	5,900		$	7,079
Investment securities		354			554			465
Interest-bearing deposits with other banks		55			51			59
Federal funds sold and securities purchased under agreements to resell		109			69			84
Total interest income		4,552			6,574			7,687
Interest expense
Deposits		1,197			1,513			1,940
Federal Home Loan Bank long-term debt		865			1,496			1,545
Total interest expense		2,062			3,009			3,485
Net interest income		2,490			3,565			4,202
Provision for loan losses		50			1,305			655
Net interest income after provision for loan losses		2,440			2,260			3,547
Noninterest income
Service charges on deposit accounts		154			243			243
Other		(87	)		153			214
Gain on sale of discontinued operations		10,366			0			0
Total noninterest income		10,433			396			457
Noninterest expenses
Salaries and employee benefits		1,032			1,258			1,180
Net occupancy		67			93			96
Furniture and equipment		45			64			62
Data processing		369			562			559
Other		411			700			579
Total noninterest expenses		1,924			2,677			2,476
Earnings from discontinued operations before income taxes		10,949			(21	)		1,528
Income tax expense		3,824			(38	)		561
Earnings from discontinued operations	$	7,125		$	17		$	967

23. SUBSEQUENT EVENT (Unaudited)

First Financial completed a balance sheet restructuring in February of 2006, improving its net interest margin and reducing the size of the balance sheet $184,000 through the sale of investment securities and the payoff of Federal Home Loan Bank borrowings. This restructure included $6,519 of charges in 2005 related to securities impairment. The restructure included charges in February of 2006 of $4,295 or $0.07 per share in debt prepayment penalties and $498 or $0.01 per share in additional losses on the sale of investment securities.

First Financial Bancorp 2005 Annual Report 59

QUARTERLY FINANCIAL AND COMMON STOCK DATA (Unaudited)

	Three months ended
(Dollars in thousands, except per share data)	March 31			June 30			September 30			December 31
2005
Interest income	$	49,121		$	50,119		$	50,740		$	50,717
Interest expense		15,141			16,214			17,597			18,778
Net interest income		33,980			33,905			33,143			31,939
Provision for loan losses		455			750			1,351			3,015
Noninterest income
(Losses) gains from sales of investment securities		(6	)		0			6			0
Impairment of investment securities		0			0			0			(6,519	)
All other		15,042			14,838			14,003			15,898
Noninterest expenses		33,160			33,585			34,732			35,759
Earnings from continuing operations before income taxes		15,401			14,408			11,069			2,544
Income tax expense		4,869			4,785			3,250			(290	)
Earnings from continuing operations		10,532			9,623			7,819			2,834
Earnings from discontinued operations
Other operating income (loss)		307			416			(140	)		0
Gain on sale of discontinued operations		0			0			10,366			0
Income from discontinued operations before income taxes		307			416			10,226			0
Income tax expense		113			150			3,561			0
Earnings from discontinued operations		194			266			6,665			0
Net earnings	$	10,726		$	9,889		$	14,484		$	2,834
Earnings per share from continuing operations:
Basic	$	0.24		$	0.22		$	0.18		$	0.07
Diluted	$	0.24		$	0.22		$	0.18		$	0.07
Earnings per share from discontinued operations:
Basic	$	0.00		$	0.01		$	0.15		$	0.00
Diluted	$	0.00		$	0.01		$	0.15		$	0.00
Earnings per share:
Basic	$	0.24		$	0.23		$	0.33		$	0.07
Diluted	$	0.24		$	0.23		$	0.33		$	0.07
Cash dividends paid	$	0.16		$	0.16		$	0.16		$	0.16
Market price
High bid	$	19.25		$	18.90		$	19.80		$	19.30
Low bid	$	16.65		$	16.90		$	16.99		$	17.51
2004
Interest income	$	49,116		$	48,489		$	49,573		$	49,294
Interest expense		13,906			13,381			14,220			14,783
Net interest income		35,210			35,108			35,353			34,511
Provision for loan losses		2,500			2,080			1,985			(587	)
Noninterest income
(Losses) gains from investment securities		(2	)		(1	)		(8	)		13
All other		14,359			14,798			15,925			14,562
Noninterest expenses		32,506			32,759			33,793			34,396
Earnings from continuing operations before income taxes		14,561			15,066			15,492			15,277
Income tax expense		4,743			4,856			4,800			4,896
Earnings from continuing operations	$	9,818		$	10,210		$	10,692		$	10,381
Earnings from discontinued operations
Other operating income (loss)		193			207			185			(606	)
Gain on sale of discontinued operations		0			0			0			0
Income from discontinued operations before income taxes		193			207			185			(606	)
Income tax expense		63			80			53			(234	)
Earnings from discontinued operations		130			127			132			(372	)
Net earnings	$	9,948		$	10,337		$	10,824		$	10,009
Earnings per share from continuing operations:
Basic	$	0.22		$	0.23		$	0.24		$	0.24
Diluted	$	0.22		$	0.23		$	0.24		$	0.24
Earnings per share from discontinued operations:
Basic	$	0.00		$	0.00		$	0.00		$	(0.01	)
Diluted	$	0.00		$	0.00		$	0.00		$	(0.01	)
Earnings per share:
Basic	$	0.23		$	0.24		$	0.25		$	0.23
Diluted	$	0.23		$	0.24		$	0.25		$	0.23
Cash dividends paid	$	0.15		$	0.15		$	0.15		$	0.15
Market price
High bid	$	18.82		$	18.47		$	18.78		$	17.90
Low bid	$	16.29		$	15.61		$	16.71		$	16.90

First Financial Bancorp. common stock trades on The Nasdaq Stock Market under the symbol FFBC.

60 First Financial Bancorp 2005 Annual Report

SHAREHOLDER INFORMATION

Annual Meeting

The Annual Meeting of Shareholders

Will be held at the Fitton Center for Creative Arts

101 S. Monument Ave., Hamilton, Ohio 40511

Tuesday, April 25, 2006, 10:00 a.m.

Form 10-K

For copies of First Financial Bancorp’s

Form 10-K, write to:

J. Franklin Hall

Senior Vice President, Chief Financial Officer

First Financial Bancorp

300 High Street, P.O. Box 476

Hamilton, Ohio 45012-0476

513-867-5447

513-867-3112 (FAX)

Frank.hall@ffbc-oh.com

Transfer Agent and Registrar

Registrar and Transfer Company

10 Commerce Drive

Cranford, New Jersey 07016

1-800-368-5948

1-908-497-2312 (FAX)

Listed on

The Nasdaq Stock Market^®

Common Stock Symbol: FFBC

www.ffbc-oh.com

First Financial Bancorp
300 High Street
Hamilton, OH 45011
www.ffbc-oh.com

EX-14

EXHIBIT 14

FIRST FINANCIAL BANCORP.

CODE OF BUSINESS CONDUCT
AND ETHICS

TABLE OF CONTENTS

Introduction	1
Responsibilities to the Company	1
Compliance with Laws, Rules and Regulations	1
Reporting any Illegal or Unethical Behavior	2
Investigation and Enforcement	2
Protection and Proper Use of Company Assets	2
Record-Keeping	3
Workplace Responsibilities	3
Discrimination and Harassment	3
Health and Safety	3
Representing the Company to Customers and Other External Constituencies	4
Competition and Fair Dealing	4
Payments to Government Personnel	4
Political Activities and Contributions	4
Media and Shareholder Inquiries	5
Privacy / Confidentiality	5
Investments and Outside Activities	5
Insider Trading	5
Corporate Opportunities	6
Conflicts of Interest	6
Waivers of the Code of Business Conduct and Ethics	7
Compliance Procedures	7

Appendix A: Code of Ethics for CEO and Senior Financial Officers

Appendix B: Acknowledgement of Receipt of First Financial Bancorp. Code of Business Conduct and Ethics

INTRODUCTION

First Financial Bancorp.’s reputation for honesty, integrity and security depends upon the ethical conduct of each director, officer and employee of First Financial Bancorp. (the “Company”). To protect this reputation, to assure uniformity in standards for ethical conduct, and in compliance with applicable laws and regulations, the Company has established this Code of Business Conduct and Ethics. This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide, and applies to all directors, officers and employees of the Company and its subsidiaries (collectively referred to as “Associates”). All Associates must conduct themselves accordingly and seek to avoid even the appearance of improper behavior.

In addition to this Code, the Company has adopted a Code of Ethics for CEO and Senior Financial Officers, which establishes additional standards of conduct applicable to the Company’s chief executive officer and all of its senior financial officers. The Code of Ethics for CEO and Senior Financial Officers is attached as Appendix A.

If a law conflicts with a policy in this Code, you must comply with the law. Associates who have any questions about these conflicts should ask their supervisors how to handle the situation. Directors and executive officers should refer any questions regarding such conflicts to the Company’s general counsel. As used in this Code, executive officers means those officers covered by Rule 16a-1(f) under the Securities Exchange Act of 1934.

Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation which you believe may violate or lead to a violation of this Code, follow the guidelines described under “Compliance Procedures” of this Code.

RESPONSIBILITIES TO THE COMPANY

Compliance with Laws, Rules and Regulations. The Company is subject to numerous federal, state and local laws, rules and regulations. Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. The Company has adopted various policies, guidelines and procedures to facilitate compliance with applicable laws and regulations. All Associates must respect and obey the laws of the cities, states and countries in which we operate. Although not all Associates are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

From time to time, and, if requested, the Company will hold information and training sessions to promote compliance with laws, rules and regulations, including insider-trading laws.

Customers, management, and shareholders expect responsible citizenship from all Associates. A conviction for any unlawful act undermines personal professionalism and reflects negatively on the Company. Consequently, any conviction is considered a violation of this Code and subjects Associates to the possibility of termination.

1

Reporting any Illegal or Unethical Behavior. Associates are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. Directors and executive officers, when faced with similar circumstances, are encouraged to consult with the Company’s general counsel. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by Associates.

Associates must read the Company’s Whistleblower Policy, which describes the Company’s procedures for the confidential, anonymous submission to the Audit and Risk Management Committee of reports regarding improper activities, including violations of this Code, other legal or ethical violations, or questionable accounting, internal accounting controls, or auditing matters. Any Associate may submit a good faith concern regarding questionable accounting or auditing matters or other improper activities without fear of dismissal or retaliation of any kind.

Investigation and Enforcement. Violations of this Code or potential violations that require investigation will be investigated by the Co-Managers of the Company’s Whistleblower Policy and reported to the Audit and Risk Management Committee of the Board of Directors in accordance with the procedures outlined in that policy.

The Company shall enforce this Code through appropriate means of discipline, which may include termination of employment. The Audit and Risk Management Committee, subject to the authority of the Board of Directors, shall be ultimately responsible for determining whether a violation of this Code has occurred and, if so, what disciplinary measures are appropriate. Disciplinary measures may be taken against, in addition to the violator, others involved in the wrongdoing such as (a) persons who failed to use reasonable care to detect a violation, (b) persons who if requested to divulge information withheld material information regarding a violation, and (c) supervisors who approved or condoned the violations or attempted to retaliate against Associates for reporting violations or violators.

If any director or executive officer has allegedly violated this Code or if any alleged violation of this Code could have a material adverse effect on the Company, the Audit and Risk Management Committee shall determine the disciplinary measures to be taken with respect thereto. In all other cases, the Company’s chief executive officer, under the guidance of the Audit and Risk Management Committee, shall determine the appropriate disciplinary measures to be taken against any Associate.

Protection and Proper Use of Company Assets. All Associates should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.

The obligation of Associates to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or

2

distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

Associates and officers must comply with the Company’s policies regarding the use of its communication systems, including its computer network, telephone/faxes, e-mail, and the Internet. In particular, the Company’s policies prohibit the use of the Company’s information systems and equipment to transmit illegal, inappropriate or offensive or potentially offensive material. As a general rule, you should not send any communication, including through the use of e-mail, voice mail or internal memo, that you would be uncomfortable or embarrassed seeing publicly disclosed in the media.

Record-Keeping. The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.

Many Associates regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, you should ask your supervisor.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult the Company’s general counsel.

WORKPLACE RESPONSIBILITIES

Discrimination and Harassment. The diversity of the Company’s Associates is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

Health and Safety. The Company strives to provide a safe and healthy work environment. All Associates have a responsibility for maintaining a safe and healthy workplace for each other by following safety and health rules and practices and by reporting accidents, injuries and unsafe equipment, practices or conditions.

3

Violence and threatening behavior are not permitted. Associates should report to work in condition to perform their duties free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.

REPRESENTING THE COMPANY TO CUSTOMERS AND OTHER EXTERNAL CONSTITUENCIES

Competition and Fair Dealing. We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present Associates of other companies is prohibited. All Associates should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and their Associates. No Associates should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers or vendors. No gift or entertainment should ever be offered, given, provided or accepted by any Associates or any of their family members unless it:

(1)	is not a cash gift;
(2)	is consistent with customary business practices;
(3)	is not excessive in value;
(4)	cannot be construed as a bribe or payoff; and
(5)	does not violate any laws or regulations.

Associates should discuss with their supervisor any gifts or entertainment which they are not certain are appropriate or which exceed $50 in value. Directors and executive officers should discuss with the Company’s general counsel any gifts or entertainment which they are not certain are appropriate or which exceed $200 in value.

Payments to Government Personnel. The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. The Company’s general counsel can provide guidance to you in this area.

Political Activities and Contributions. The Company encourages political activity and participation in electoral politics by Associates where appropriate. However, such activity must occur strictly in an individual and private capacity and not on behalf of the Company.

4

Associates may not conduct personal political activity on Company time or use Company property or equipment for this purpose. Furthermore, no Associates may ever force, direct or in any way urge another Associates to make a political contribution.

Federal and state laws and regulations govern the Company’s political activities, including the operation of its company-sponsored political action committees (“PACs”). Generally, federal law and the laws of certain states prohibit the Company from making political contributions or expenditures. Federal laws and most state laws, however, permit corporations to sponsor PACs, which are funded by voluntary contributions from eligible Associates, for the purpose of making political contributions or expenditures. Any political contributions and other political activities, including lobbying or communicating with elected officials, for or on behalf of the Company must be approved by the Company’s Chief Executive Officer and must comply with applicable legal requirements. The Company’s Chief Executive Officer shall consult with the Chair of the Corporate Governance and Nominating Committee prior to committing funds to a particular candidate. Associates who are licensed or associated with a broker-dealer or who work in municipal finance may be subject to additional regulations and restrictions regarding political contributions.

Media and Shareholder Inquirers. All inquiries from the media relating to the Company should be referred to the investor relations representative as designated by management. Only officially designated spokespersons may provide comments to the media. The Company has adopted a Disclosure Policy to ensure that Associates do not violate public disclosure requirements when communicating with investors, analysts or the press.

PRIVACY / CONFIDENTIALITY

Associates must maintain the confidentiality of confidential information entrusted to them by the Company, its customers or vendors, except when disclosure is authorized by the Legal Department or required by laws or regulations. Confidential information includes all nonpublic information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that vendors and customers have entrusted to us. The obligation to preserve confidential information continues even after your association with the Company ends. The Company has adopted a Consumer Privacy Policy specifically regarding the protection of nonpublic personal information regarding the Company’s consumers or customers. All Associates are required to maintain the confidentiality of such information in accordance with that policy.

INVESTMENTS AND OUTSIDE ACTIVITIES

Insider Trading. Associates who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All nonpublic information about the Company should be considered confidential information. To use nonpublic information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal. In order to assist with compliance with laws against insider trading, the Company has adopted a specific policy governing trading in the Company’s securities by Associates. This policy has been distributed to every director and executive officer. Copies of

5

the policy are available upon request from the Company’s general counsel. If you have any questions, please consult the Company’s general counsel.

Corporate Opportunities. Associates are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. Associates may not use corporate property, information, or position for improper personal gain, and no Associates may compete with the Company directly or indirectly. Associates owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Conflicts of Interest. A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company. A conflict situation can arise when Associates take actions or have interests that may make it difficult to perform their roles within the Company objectively and effectively. Conflicts of interest may also arise when Associates or their family members receive improper personal benefits as a result of their relationship with the Company. Loans to, or guarantees of obligations of, Associates and their family members may create conflicts of interest. Associates are not permitted to process or approve any transactions between the Company and:

(1)	themselves;
(2)	any of their family members;
(3)	any organization of which they or any of their family members are a sole proprietor, controlling shareholder, executive officer or partner; or
(4)	any trust or other estate in which they or their family members have a substantial beneficial interest, or for which they or their family members serve as trustee or in a similar capacity.

For example, Associates are not permitted to process transactions involving accounts for which they are an authorized signer, to approve extensions of credit to themselves or to family members, or to authorize the use of a family member’s business to provide services to the Company. This is not intended to be a complete list of examples. Other, similar transactions may create a conflict of interest.

It is almost always a conflict of interest for Associates to work simultaneously for a competitor, customer or vendor. You are not allowed to work for a competitor as an employee, consultant or board member. Associates should never use their employment or position with the Company for personal advantage, or seek special terms or price concessions from customers or vendors to the Company. Associates should not accept personal fiduciary positions or become an officer, director, owner, partner or controlling shareholder of any business without securing approval from the vice president in charge of their department. Directors and executive officers should not accept personal fiduciary positions or become an officer, director, owner, partner or controlling shareholder of any business without securing approval from the Audit and Risk Management Committee of the Board of Directors.

Conflicts of interest are prohibited as a matter of Company policy, and they must be avoided unless it can be shown that (a) the Associates involved would receive no unfair advantages by virtue of their position within the Company and (b) the Company is in no way disadvantaged by

6

the transaction. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or the Company’s general counsel. Associates who become aware of an actual or a potential conflict of interest should bring it to the attention of a supervisor, manager or other appropriate personnel by following the procedures described in Section 14 of this Code. Conflicts of interest and related party transactions involving directors and executive officers must be reviewed by the Audit and Risk Management Committee of the Board of Directors.

WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver of this Code for executive officers or directors may be made only by the Audit and Risk Management Committee of the Board of Directors and will be promptly disclosed as required by law or stock exchange regulation.

COMPLIANCE PROCEDURES

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

• Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.

• Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

• Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.

• Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems. Directors and executive officers should consult with the Company’s general counsel.

• Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it locally with your department manager or your Human Resources manager, or report the matter to the Audit and Risk Management Committee of the Board of Directors by following the procedures outlined in the Company’s Whistleblower Policy.

7

• You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against Associates for good faith reports of ethical violations.

• Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.

Adopted by the Board of Directors on January 27, 2004
Revised /Approved February 28, 2006

8

Appendix A

CODE OF ETHICS
FOR
CEO AND SENIOR FINANCIAL OFFICERS

     First Financial Bancorp. has a Code of Business Conduct and Ethics applicable to all directors, officers and employees of the Company and its subsidiaries (collectively referred to as “Associates”). The Company’s chief executive officer (the “CEO”) and all senior financial officers, including the Company’s chief financial officer (the “CFO”) and principal accounting officer, are bound by the provisions set forth therein. In addition to the Code of Business Conduct and Ethics, the CEO and senior financial officers are subject to the following additional specific policies:

1. The CEO and all senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with the Securities and Exchange Commission. Accordingly, it is the responsibility of the CEO and each senior financial officer promptly to bring to the attention of the Disclosure Committee any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings.

2. The CEO and each senior financial officer shall promptly bring to the attention of the Audit and Risk Management Committee any information he or she may have concerning (a) significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other Associates who have a significant role in the registrant’s internal control over financial reporting.

3. The CEO and each senior financial officer shall promptly bring to the attention of the general counsel or the CEO and to the Audit and Risk Management Committee any information that he or she may have concerning any violation of the Company’s Code of Business Conduct and Ethics or these additional policies.

4. The CEO and each senior financial officer shall promptly bring to the attention of the general counsel or the CEO and to the Audit and Risk Management Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof.

Appendix B

ACKNOWLEDGEMENT OF RECEIPT OF
FIRST FINANCIAL BANCORP.
CODE OF BUSINESS CONDUCT AND ETHICS

     By signing below, I acknowledge that I have received a copy of the First Financial Bancorp. Code of Business Conduct and Ethics (the “Code”). I acknowledge that I have read the Code and that I understand its contents. I understand that a violation of the Code may result in disciplinary action up to and including the termination of my employment with First Financial Bancorp.

Signed

Name

Title

Date

EX-21

EXHIBIT 21

FIRST FINANCIAL BANCORP. SUBSIDIARIES

First Financial Bank, National Association, organized as a national banking association under the laws of the United States

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Annual Report (Form 10-K) of First Financial Bancorp. of our report dated March 9, 2006, with respect to the consolidated financial statements of First Financial Bancorp, included in the 2005 Annual Report to Shareholders of First Financial Bancorp.

We consent to the incorporation by reference in the following Registration Statements:

• Registration Statement (Form S-8 No. 33-46819) pertaining to the First Financial Bancorp. 1991 Stock Incentive Plan and in the related Prospectus.

• Registration Statement (Form S-8 No. 333-86781) pertaining to the First Financial Bancorp. 1999 Stock Incentive Plan for Officers and Employees and in the related Prospectus.

• Registration Statement (Form S-8 No. 333-86781) pertaining to the First Financial Bancorp. 1999 Stock Incentive Plan for Non-Employee Directors and in the related Prospectus.

• Registration Statement (Form S-3 No. 333-35745) pertaining to the First Financial Bancorp. Dividend Reinvestment and Share Purchase Plan and in the related Prospectus;

of our report dated March 9, 2006, with respect to the consolidated financial statements of First Financial Bancorp. incorporated herein by reference and our report dated March 9, 2006, with respect to First Financial Bancorp. management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of First Financial Bancorp., included herein.

/s/ Ernst & Young LLP

March 9, 2006
Cincinnati, Ohio

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Claude E. Davis, President and Chief Executive Officer of First Financial Bancorp, certify that:

1.	I have reviewed this annual report on Form 10-K of First Financial Bancorp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 3/13/06	/s/ Claude E. Davis
	Claude E. Davis
	President & Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, J. Franklin Hall, Senior Vice President and Chief Financial Officer of First Financial Bancorp certify that:

1.	I have reviewed this annual report on Form 10-K of First Financial Bancorp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 3/13/06	/s/ J. Franklin Hall
	J. Franklin Hall
	Senior Vice President & Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PERIODIC FINANCIAL REPORT BY CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 10-K for the annual period ended December 31, 2005, of First Financial Bancorp. (the “Company”), to be filed with the Securities and Exchange Commission on March 13, 2006 (the “Report”), I, Claude E. Davis, President and Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Claude E. Davis

Claude E. Davis

President and Chief Executive Officer

March 13, 2005

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PERIODIC FINANCIAL REPORT BY CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 10-K for the annual period ended December 31, 2005, of First Financial Bancorp. (the “Company”), to be filed with the Securities and Exchange Commission on March 13, 2006 (the “Report”), I, J. Franklin Hall, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(3)	The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(4)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ J. Franklin Hall

J. Franklin Hall

Senior Vice President and Chief Financial Officer

March 13, 2005