8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):       November 2, 2010

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

Ohio	0-12379	31-1042001
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)
201 East Fourth Street, Suite 1900
Cincinnati, Ohio		45202
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (513) 979-5837

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Form 8-K First Financial Bancorp.

Item 2.02          Results of Operations and Financial Condition.

On November 2, 2010, First Financial Bancorp. issued its earnings press release that included the results of operations and financial condition for the third quarter of 2010.  A copy of the earnings press release is attached as Exhibit 99.1.

The earnings press release includes some non-GAAP financial measures.  The first non-GAAP financial measure, Net interest margin (fully tax equivalent), appears in the table entitled “Consolidated Financial Highlights” under the section “Key Financial Ratios.”  It also appears in the two tables entitled “Consolidated Quarterly Statements of Income”, as well as the “Consolidated Statements of Income” under “Additional Data”.  The second non-GAAP measure appears in the tables entitled “Additional Data” at the bottom of the two “Consolidated Quarterly Statements of Income” pages and the “Consolidated Statements of Income” page.  The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35% tax rate.  Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully tax equivalent basis.  Therefore, management believes these measures provide useful information to investors by allowing them to make peer comparisons.  Management also uses these measures to make peer comparisons.

Below is a table showing “net interest income” calculated and presented in accordance with GAAP and the adjustments made to arrive at the non-GAAP financial measure “net interest income – tax equivalent.”  The table also shows “net interest margin” calculated and presented in accordance with GAAP and the method used to arrive at the non-GAAP financial measure “net interest margin (fully tax equivalent).”

	Three Months Ended															Nine Months Ended
	Sep. 30,			June 30,			Mar. 31,			Dec. 31,			Sep. 30,			Sep. 30,
	2010			2010			2010			2009			2009			2010			2009
	(Dollars in thousands)
Net interest income	$	67,846		$	67,738		$	72,020		$	73,182		$	40,664		$	207,604		$	102,801
Tax equivalent adjustment		222			212			212			295			300			646			970
Net interest income - tax equivalent	$	68,068		$	67,950		$	72,232		$	73,477		$	40,964		$	208,250		$	103,771
Average earning assets		5,867,311			6,000,760			5,971,305			6,241,790			4,134,955			5,946,078			3,702,855
Net interest margin*		4.59	%		4.53	%		4.89	%		4.65	%		3.90	%		4.67	%		3.71	%
Net interest margin (fully tax equivalent)*		4.60	%		4.54	%		4.91	%		4.67	%		3.93	%		4.68	%		3.75	%

*  Margins are calculated using net interest income annualized divided by average earning assets.

The earnings press release also includes some non-GAAP ratios in the “Consolidated Financial Highlights” page.  These ratios are:  (1) Return on average tangible common shareholders' equity; (2) Ending tangible common equity as a percent of ending tangible assets; (3) Ending tangible common equity as a percent of risk-weighted assets; (4) Average tangible common equity as a percent of average tangible assets; and (5) Tangible book value per common share.  The Ending tangible common equity as a percent of ending tangible assets and Average tangible common equity as a percent of average tangible assets are also shown in the “Regulatory Capital” section of the “Capital Adequacy” page in the earnings release.  The following table provides a reconciliation of these ratios to GAAP.  The company considers these critical metrics with which to analyze banks.  The ratios have been included in the earnings press release to facilitate a better understanding of the company’s capital structure and financial condition.

	Three Months Ended															Nine Months Ended
	Sep. 30,			June 30,			Mar. 31,			Dec. 31,			Sep. 30,			Sep. 30,
	2010			2010			2010			2009			2009			2010			2009
	(Dollars in thousands, except per share data)
Net income available to common shareholders (a)	$	15,579		$	17,774		$	9,733		$	12,795		$	199,357		$	43,086		$	204,964
Average total shareholders' equity	$	684,112		$	671,051		$	679,567		$	654,631		$	477,550		$	678,260		$	403,248
Less:
Average Preferred stock		0			0			(47,521	)		(78,573	)		(78,221	)		(15,666	)		(78,129	)
Goodwill		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)
Intangible assets		(6,049	)		(6,614	)		(7,058	)		(7,461	)		(8,094	)		(6,049	)		(8,094	)
Average tangible common equity (b)		626,243			612,617			573,168			516,777			339,415			604,725			265,205
Add back: Average preferred stock		0			0			47,521			78,573			78,221			15,666			78,129
Average tangible shareholders' equity (c)		626,243			612,617			620,689			595,350			417,636			620,391			343,334
Total shareholders' equity		690,931			681,556			667,759			649,958			645,417			690,931			645,417
Less:
Preferred stock		0			0			0			(79,195	)		(78,271	)		0			(78,271	)
Goodwill		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)
Intangible assets		(6,049	)		(6,614	)		(7,058	)		(7,461	)		(8,094	)		(6,049	)		(8,094	)
Tangible common equity (d)		633,062			623,122			608,881			511,482			507,232			633,062			507,232
Add back: Preferred stock		0			0			0			79,195			78,271			0			78,271
Tangible shareholders' equity (e)		633,062			623,122			608,881			590,677			585,503			633,062			585,503
Total assets		6,154,500			6,583,635			6,548,896			6,657,593			7,234,176			6,154,500			7,234,176
Less:
Goodwill		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)
Intangible assets		(6,049	)		(6,614	)		(7,058	)		(7,461	)		(8,094	)		(6,049	)		(8,094	)
Ending tangible assets (f)		6,096,631			6,525,201			6,490,018			6,598,312			7,174,262			6,096,631			7,174,262
Risk-weighted assets (g)		3,595,296			3,628,978			3,715,280			3,903,566			4,010,482			3,595,296			4,010,482
Total average assets		6,408,479			6,621,021			6,647,541			6,840,393			4,505,740			6,558,138			4,025,236
Less:
Goodwill		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)		(51,820	)
Intangible assets		(6,049	)		(6,614	)		(7,058	)		(7,461	)		(8,094	)		(6,049	)		(8,094	)
Average tangible assets (h)		6,350,610			6,562,587			6,588,663			6,781,112			4,445,826			6,500,269			3,965,322
Ending common shares outstanding (i)		58,057,934			58,062,655			57,833,969			51,433,821			51,431,422			58,057,934			51,431,422
Ratios
Return on average tangible common shareholders' equity (a)/(b)		9.87	%		11.64	%		6.89	%		9.82	%		233.03	%		9.53	%		103.33	%
Ending tangible common equity as a percent of:
Ending tangible assets (d)/(f)		10.38	%		9.55	%		9.38	%		7.75	%		7.07	%		10.38	%		7.07	%
Risk-weighted assets (d)/(g)		17.61	%		17.17	%		16.39	%		13.10	%		12.65	%		17.61	%		12.65	%
Average tangible common equity as a percent
of average tangible assets (b)/(h)		9.86	%		9.33	%		8.70	%		7.62	%		7.63	%		9.30	%		6.69	%
Tangible book value per common share (d)/(i)	$	10.90		$	10.73		$	10.53		$	9.94		$	9.86		$	10.90		$	9.86
Ending tangible shareholders' equity to
ending tangible assets (e)/(f)		10.38	%		9.55	%		9.38	%		8.95	%		8.16	%		10.38	%		8.16	%
Average tangible shareholders' equity to
average tangible assets (c)/(h)		9.86	%		9.33	%		9.42	%		8.78	%		9.39	%		9.54	%		8.66	%

First Financial Bancorp also provided electronic presentation slides on its web site used in connection with the earnings conference call. A copy of the electronic presentation slides is included in this Report as Exhibit 99.2.

First Financial Bancorp. does not intend for this Item 2.02 or Exhibits 99.1 or 99.2 to be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference into its filings under the Securities Act of 1933, as amended.

Item 9.01          Exhibits.

(d)       Exhibits:

The following exhibits shall not be deemed to be “filed” for purposes of the Securities Act.

99.1	First Financial Bancorp. Press Release dated November 2, 2010 – Furnished.
99.2	First Financial Bancorp. November 3, 2010 Earnings Call slides – Furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRST FINANCIAL BANCORP.
By:	/s/ J. Franklin Hall
	J. Franklin Hall
	Executive Vice President and
	Chief Financial Officer

Date:  November 3, 2010

Form 8-K First Financial Bancorp.

Exhibit Index

Exhibit No.	Description
99.1	First Financial Bancorp. Press Release dated November 2, 2010.
99.2	First Financial Bancorp. November 3, 2010 Earnings Call slides.

EX-99.1

First Financial Bancorp Reports Third Quarter 2010 Financial Results

80th Consecutive Quarter of Profitability

Cincinnati, Ohio – November 2, 2010 – First Financial Bancorp (Nasdaq: FFBC) (“First Financial” or the “Company”) announced today financial and operational results for the third quarter 2010 and for the nine month period ended September 30, 2010.

Third quarter 2010 net income and net income available to common shareholders were $15.6 million and earnings per diluted common share were $0.27.  This compares with second quarter 2010 net income and net income available to common shareholders of $17.8 million and earnings per diluted common share of $0.30 and third quarter 2009 net income of $200.4 million, net income available to common shareholders of $199.4 million and earnings per diluted common share of $3.87. 

Among other items impacting net income during the third quarter 2010 were prepayment penalties totaling $8.0 million on a pre-tax basis, or $0.09 per fully diluted share after taxes, related to the early redemption of $232 million of Federal Home Loan Bank (“FHLB”) advances.  Included in the third quarter 2009 amounts was a pre-tax bargain purchase gain of $342.5 million recognized in connection with the Company’s FDIC-assisted transactions (see further discussion below).

For the nine month period ended September 30, 2010, net income was $45.0 million, net income available to common shareholders was $43.1 million and earnings per diluted common share were $0.75 as compared to net income of $207.5 million, net income available to common shareholders of $205.0 million and earnings per diluted common share of $4.71 for the nine month period ended September 30, 2009.

§ Continued strong quarterly performance

­– Return on average assets of 0.96%

–  Return on average shareholders’ equity of 9.03%

–­ Return on risk-weighted assets of 1.72%

§ Earnings continue to add to already robust capital ratios

­–	Tangible common equity to tangible assets of 10.38%
–	Annualized quarterly tangible common equity growth of 6.3%

­– Tier 1 capital ratio of 18.64%

­– Total risk-based capital of 19.91%

§ Net interest margin remains strong at 4.59%

­– Improved cash flow expectations on acquired loans increased yield on portfolio

­– Enhanced by continued runoff of retail and brokered certificates of deposit and prepayment of FHLB advances

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§ Continued stable credit performance

­– Total nonperforming assets of $97.8 million compared to $96.2 million for the linked quarter

­– Net loan charge-offs related to uncovered loans increased to $6.8 million from $5.0 million for the linked quarter, but down 28% compared to September 30, 2009

­– Provision for uncovered loan losses of $6.3 million, representing a year-over-year decline of 76%

§ Balance sheet risk remains low

­– FDIC loss share coverage on 37% of loan portfolio

­– 100% risk-weighted assets represent only 46% of balance sheet

­– Prepayment of FHLB advances results in an even greater core-funded balance sheet; 93% of balance sheet is supported by deposits and common shareholders’ equity

Claude Davis, President and Chief Executive Officer, commented, “We experienced another solid quarter, focusing on the execution of our client-focused, community bank business model.  As in prior quarters, loan demand remains slow and paydowns continue to outpace new originations.  We did, however, put some of our liquidity to use through the repayment of over $230 million of Federal Home Loan Bank advances assumed as part of our acquisitions and continued to experience the planned runoff of time and brokered deposit balances, both of which positively impacted our net interest margin.  Additionally, we experienced an improvement in the performance of certain pools of acquired loans which should further enhance our net interest margin in future periods.

“As part of our strategic plan, we remained focused on expense control in order to ultimately achieve our target efficiency ratio.  While we are always evaluating opportunities to grow our business, we also continue to examine our level of resources to ensure that they are aligned with both current and prospective business needs.

“Our capital position, which consists primarily of common equity and is among the leaders in our industry, remains strong and continues to grow as a result of our earnings power.  This strong capital level provides the opportunity to take advantage of strategic opportunities that meet our internal risk and performance criteria when they arise.  While we are committed to redeploying our capital in a manner that enhances long term shareholder value, we expect our capital ratios to remain well in excess of “well-capitalized” minimum requirements due to uncertainty regarding potential changes to regulatory capital guidelines.

“In addition to our focus on our traditional commercial and retail businesses, we also continued to build our residential mortgage and franchise lending business units.  While we prudently scaled back our efforts in the mortgage sector as part of our strategic reorganization plan beginning in 2005, fundamentals have improved and we have been selectively hiring seasoned originators that are beginning to build a solid pipeline.  Our franchise finance unit, which we acquired as part of the Irwin transaction, remains a profitable, niche business for us and our experienced team continues to leverage its expertise in this area by originating risk appropriate credits, helping to diversify our overall loan portfolio.

“Another strategic initiative we have under way is expansion in our small business banking unit.  We have selected 45 of our banking centers to additionally serve as small business centers where a combination of seasoned business bankers and newly trained associates will launch a major sales effort during the fourth quarter to build out this line of business.  We have already experienced an increase in our SBA lending pipeline and expect this initiative to provide additional growth related to our commitment to small business.”

 

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DETAILS OF RESULTS

When compared to the third quarter 2009 and the nine month period ended September 30, 2009, the results of the comparable periods in 2010 were impacted by a number of acquisition-related items.  During the third quarter 2009, through FDIC-assisted transactions, First Financial assumed the banking operations of Peoples Community Bank (“Peoples”), Irwin Union Bank and Trust Company and Irwin Union Bank, F.S.B. (collectively, “Irwin”).

In connection with the FDIC-assisted transactions, the Company has loss sharing arrangements with the FDIC.  Under the terms of these agreements, the FDIC will reimburse the Company for losses with respect to certain loans (“covered loans”) and other real estate owned (“OREO”) (collectively, “covered assets”).

As a result of the acquisitions, the Company’s business and operating markets expanded significantly.  To assist readers in understanding the financial and strategic impact of the acquisitions, the combined operations of First Financial’s legacy and acquired businesses will be discussed in three categories: “Legacy-Strategic”, “Acquired-Strategic” and “Acquired-Non-Strategic”.  Additional disclosures have been added in a separate section of the earnings release that segregate the effect acquisition-related items have on certain reported income statement and balance sheet amounts, “Section II – Supplemental Information on Covered Assets and Acquisition-Related Items”.  Definitions of the business categories and other financial items related to the acquisitions can be found below in “Glossary of Terms”.

In an effort to simplify and clarify the financial performance of First Financial, a number of significant items are noted separately throughout this release and will address the nature, timing and expected recurrence of each item.  Available on the Company’s website at www.bankatfirst.com is a presentation providing supplemental information regarding its quarterly results.

Glossary of Terms

To assist readers in understanding the Company’s financial results and the effect of the acquisitions on reported amounts, the following terms are used throughout this release to refer to specific acquisition-related items.  The first three define the business components referred to above and the remaining items define specific covered loan terminology.

Legacy-strategic – Elements of the business that existed prior to the acquisitions and will continue to be supported.

Acquired-strategic – Elements of the business that the Company intends to retain and will continue to support and build.  Legacy-strategic and acquired-strategic are collectively referred to as “strategic.”

Acquired-non-strategic – Elements of the business that the Company intends to exit but will continue to support to obtain maximum economic value.  No growth or replacement is expected.

Accelerated discount on loan prepayments and dispositions – The acceleration of the unrealized valuation discount.  This item will be ongoing but diminishing as covered loan balances decline over time.

UPB – Unpaid principal balance

Carrying value – The unpaid principal balance of a covered loan less any valuation mark discount.

Unless otherwise noted, all amounts discussed in this earnings release are pre-tax except net income and per-share data which are presented after-tax. Percentage changes are not annualized unless specifically noted. In some instances, financial data may not add up due to rounding.

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ACQUISITIONS

Subsequent Events

The Irwin and Peoples acquisitions were considered business combinations and accounted for under FASB Codification Topic 805: Business Combinations, FASB Codification Topic 820: Fair Value Measurements, FASB Codification Topic 310-30: Loans and Debt Securities Acquired with Deteriorated Credit Quality and FASB Codification Topic 310-20: Receivables – Nonrefundable Fees and Costs.  All acquired assets and liabilities, including identifiable intangible assets, were recorded at their estimated fair values as of the date of acquisition.

Certain reclassifications of prior periods’ amounts may also be made to conform to the current period’s presentation and would have no effect on previously reported net income amounts.

Purchase Accounting Adjustments

As a result of additional information arising subsequent to the acquisition dates, during the third quarter 2010 the Company recorded adjustments to the initial purchase entries.  These items represent the final valuation adjustments allowable under the applicable accounting guidance.

The following table highlights adjustments that impacted the originally reported gain on acquisitions and provides a reconciliation of net income available to common shareholders and diluted earnings per common share as originally reported for the three months ended September 30, 2009 to an “as adjusted” basis reflecting certain adjustments recorded in connection with the gain on acquisitions and other items.

Table I	For the Three Months Ended September 30, 2009
							Net
							Income			Diluted
	Pre-Tax			Income			Available to			Earnings
(Dollars in thousands, except per share amounts)	Impact			Taxes			Common			Per Share
Net income, as originally reported	$	-		$	-		$	225,187		$	4.38
Gain on acquisitions, as originally reported		383,330
Adjustments:
Valuation - indemnification asset related to Irwin		(23,784	)		8,981			(14,803	)		(0.29	)
Valuation - loans acquired from Irwin		(1,496	)		565			(931	)		(0.02	)
Other asset valuations		(15,556	)		5,874			(9,682	)		(0.19	)
Tax rate adjustment					(2,436	)		(2,436	)		(0.05	)
Total adjustments to gain on acquisitions		(40,836	)		12,985			(27,852	)		(0.54	)
Gain on acquisitions, as adjusted	$	342,494
Other adjustments: 1
Interest income related to loans		1,898			(664	)		1,234			0.02
Interest income related to other earning assets		1,311			(459	)		852			0.02
Other noninterest income and expense, net		(98	)		34			(64	)		(0.00	)
Net income, as adjusted							$	199,357		$	3.87

  1 Recorded during fourth quarter 2009

As a result of its valuation assumptions regarding the timing of expected problem asset resolution and FDIC reimbursement for losses related to loans acquired from Irwin, First Financial determined that the FDIC indemnification asset related to these loans required an adjustment decreasing the originally reported balance by $23.8 million. This change in value represents only the timing of expected cash flows, not the amount of expected cash flows.  The FDIC indemnification asset represents the expected payments from the FDIC over the course of the loss sharing agreements, on a discounted basis. The FDIC continues to pay claims in a timely fashion. 

- 4 -

The fair value of loans acquired from Irwin was adjusted to reflect the impact of reclassifications of the initial loan category assignments.

The fair value adjustment for other assets is primarily related to the establishment of valuation allowances for certain assets of and investments in Irwin subsidiaries as well as for other community reinvestment related assets.

The following table provides a reconciliation of total shareholders’ equity, goodwill and tangible book value per share as of September 30, 2009 to “as adjusted” based on prior period adjustments as well as the change in net income resulting from the adjustments to the gain on acquisitions discussed above.

Table II	As of September 30, 2009
							Impact on
							Tangible
							Book Value
(Dollars in thousands, except per share amounts)							Per Share
Shareholders' equity, as originally reported				$	671,247
Tangible book value per share, as originally reported							$	10.48
Goodwill, as originally reported	$	46,931
Adjustments:
Branch acquisition		5,540
Valuation - Peoples		(651	)
Total adjustments to goodwill		4,889						(0.10	)
Goodwill, as adjusted	$	51,820
Prior period adjustment to other intangible assets		989						(0.02	)
Change in net income due to adjustments to gain on acqusitions					(25,830	)		(0.50	)
Shareholders' equity, as adjusted				$	645,417
Tangible book value per share, as adjusted							$	9.86

Reclassification / Financial Statement Presentation Changes

As a result of recent SEC comments regarding the financial statement presentation for losses on covered loans and receivables from the FDIC related to loss sharing agreements, the Company reclassified certain items on the income statement during the second and first quarters 2010 to gross up reported activity that was previously presented on a net basis.  These adjustments did not impact previously reported net income amounts.

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The following table highlights the presentation changes affecting the income statement for the three months ended June 30 and March 31, 2010 to conform to these comments.

Table III	For the Three Months Ended
(Dollars in thousands)	June 30, 2010					March 31, 2010
Provision for loan and lease losses - covered, as reported	$	254				$	-
Provision for loan and lease losses - covered, as adjusted		18,962					9,460
Increase to reflect gross credit losses related to covered loans				18,708					9,460
Total noninterest income - as reported		25,296					19,368
Total noninterest income - as adjusted		40,467					26,935
Increase to reflect FDIC loss sharing income1				15,171					7,567
Net effect of gross up of credit losses and FDIC loss sharing income 2				3,537					1,893
Total noninterest expense - as reported		59,356					62,154
Total noninterest expense - as adjusted		55,819					60,261
Decrease to reclass proportionate share of losses in excess
of valuation discount 2				(3,537	)				(1,893	)
Effect on reported net income			$	-				$	-

1 Includes immaterial amount reclassified to noninterest income

2 Represents the Company's proportionate share of total recognized, unanticipated losses on covered loans; reported previously as other noninterest expense

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SECTION I – RESULTS OF OPERATIONS

NET INTEREST INCOME

Net interest income on a fully tax-equivalent basis for the third quarter 2010 was $68.1 million as compared to $68.0 million for the second quarter 2010 and $41.0 million as compared to the year-over-year period.  Despite a lower level of average interest earning assets relative to the linked quarter, net interest income remained essentially the same due to an increase in interest income related to loans and a decrease in interest expense as a result of lower time and brokered deposit balances and the prepayment of FHLB advances.  In addition to higher levels of average interest-earning assets and interest-bearing liabilities resulting from the 2009 acquisitions, the year-over-year increase of $27.1 million was also impacted by the significant increase in the net interest margin (see further discussion below).

For the nine month period ended September 30, 2010, net interest income on a fully tax-equivalent basis was $208.3 million as compared to $103.8 million for the comparable period in 2009.  Similar to the quarterly year-over-year items noted above, the increase was driven by the larger balance sheet items as well as a higher net interest margin (see further discussion below).

NET INTEREST MARGIN

Net interest margin was 4.59% for the third quarter 2010 as compared to 4.53% for the second quarter 2010 and 3.90% for the third quarter 2009.  The net interest margin continued to be negatively impacted by the combination of normal amortization and paydowns in both the legacy and acquired loan portfolios and reduced loan demand in the Company’s strategic markets.  However, during the third quarter, First Financial used a portion of its liquidity to purchase $154 million of FNMA / FHMLC mortgage backed securities and prepay $232 million of FHLB advances, which helped to offset the net effect of muted loan activity.  Net interest margin was also positively impacted by the expected runoff of retail and brokered certificates of deposit and the lower earning asset base during the quarter.

Net interest margin was also positively impacted by certain activity related to the acquired loan portfolio.  The majority of these loans are accounted for under ASC Topic 310-30 and, as such, the Company is required to periodically update its forecast of expected cash flows from these loans.  The Company recognized an improvement in the cash flow expectations related to certain loan pools, which is reflected as a yield adjustment on a prospective basis.  During the third quarter 2010, this improvement positively impacted net interest margin by 15 basis points.

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The following table shows the estimated yield earned by the Company on its legacy and originated loan portfolio, acquired loan portfolio and the FDIC indemnification asset for the three months ended September 30, 2010.

Table IV	For the Three Months Ended
	September 30, 2010
	Average
	Balance		Yield
Legacy and originated loan portfolio 1	$	2,947,928		5.33	%
Acquired loan portfolio accounted for under ASC Topic 310-30 2		1,505,866		9.75	%
FDIC indemnification asset 2		238,720		3.91	%

1 Includes acquired revolving loans not accounted for under ASC Topic 310-30; yield estimated at time of origination

2 Future yield adjustments subject to change based on required, periodic valuation procedures

As part of its on-going valuation procedures, the Company experienced an improvement in the cash flow expectations related to certain loan pools of $36.7 million during the third quarter 2010.  As a result, the average yield earned on covered loans increased from 9.10% during the second quarter 2010 to 9.75% during the third quarter 2010.  On a prospective basis and until its next periodic valuation, the Company expects the yield on covered loans to be 10.08%.

This projected improvement in cash flow expectations on loans is partially offset by a related $20.7 million decline in cash flow expectations on the FDIC indemnification asset.  The net result of improvement and impairment (discussed in more detail in Section II) activity related to covered loans affected the average yield earned on the indemnification asset, decreasing from 6.50% during the second quarter 2010 to 3.91% during the third quarter 2010.  On a prospective basis and until its next periodic valuation, the Company expects the yield on the indemnification asset to be 2.61%.

Net interest margin for the nine month period ended September 30, 2010 was 4.67% as compared to 3.71% for the nine month period ended September 30, 2009.

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NONINTEREST INCOME

The following table presents noninterest income for the three months ended September 30, June 30 and March 31, 2010 highlighting the estimated impact of covered loan activity and other transition items on the Company’s reported balance.

Table V
	For the Three Months Ended
	September 30,			June 30,		March 31,
(Dollars in thousands)	2010			2010		2010
Total noninterest income	$	44,895		$	40,467	$	26,935
Significant components of noninterest income
Items likely to recur:
Accelerated discount on loan prepayments and dispositions 1, 2		9,448			7,408		6,098
FDIC loss sharing income		17,800			15,170		7,568
Other acquired-non-strategic income		44			475		80
Transition-related items		-			-		366
Items expected not to recur:
Gain on sale of insurance business		1,356			-		-
FDIC settlement and other items not expected to recur		(132	)		2,930		-
Total excluding items noted above	$	16,379		$	14,484	$	12,823

1 See Section II for additional information

2 Net of the corresponding valuation adjustment on the FDIC indemnification asset

During the quarterly periods presented above, excluding the aforementioned inclusion of reimbursements due from the FDIC resulting from loss share agreements, covered loan activity positively impacted noninterest income due to loan prepayments and dispositions.  This activity is discussed in more detail in Section II.  Included in noninterest income for the third quarter 2010 was a $2.0 million gain resulting from the sale of approximately $23.2 million of loans originated by its franchise finance business.  As discussed in more detail under Loans (Excluding Covered Loans), periodic sales of franchise loans will be  recurring in order to manage risk in the business line. Loans are sold with servicing retained.  Additionally, consistent with the Company’s previous exit of a similar business line, the property and casualty insurance business acquired as part of the Irwin acquisition was sold during the quarter, resulting in the recognition of a $1.4 million gain. 

Excluding the items highlighted in Table I, as well as the bargain purchase gain on the acquisitions recognized during the third quarter 2009, estimated noninterest income earned in the third quarter 2010 was $16.4 million as compared to $14.5 million in the second quarter 2010 and $11.8 million in the third quarter 2009.  The remaining increase in the comparable year-over-year quarter was driven primarily by higher service charges on deposit accounts resulting from an increase in transaction-based deposits, increased bankcard income, higher trust and wealth management fees and higher brokerage and insurance income as a result of the 2009 acquisitions.

For the nine month period ended September 30, 2010, noninterest income totaled $112.3 million as compared to $380.6 million for the similar year-over-year period.  Excluding the items mentioned above and those highlighted in Table I, as well as gains on sales of investments and the gain on sale of the property & casualty portion of the insurance business which occurred during the first quarter 2009, noninterest income was $43.7 million for the nine month period ended September 30, 2010 as compared to $33.9 million for the nine months ended September 30, 2009.

- 9 -

NONINTEREST EXPENSE

The following table presents noninterest expense for the three months ended September 30, June 30 and March 31, 2010 including the estimated effect of acquired-non-strategic operations, acquisition-related costs and other transition items.

Table VI
	For the Three Months Ended
	September 30,		June 30,		March 31,
(Dollars in thousands)	2010		2010		2010
Total noninterest expense	$	61,310	$	55,819	$	60,261
Significant components of noninterest expense
Items likely to recur:
Acquired-non-strategic operating expenses 1		566		1,270		2,201
Transition-related items 1		846		1,321		6,263
FDIC indemnification support		875		938		605
Items expected not to recur:
Acquisition-related costs 1		1,505		2,180		2,629
FHLB prepayment penalty		8,029		-		-
Other items not expected to recur		493		2,387		1,019
Total excluding items noted above	$	48,996	$	47,723	$	47,544

1 See Section II for additional information

Similar to the second and first quarters 2010, noninterest expense during the third quarter 2010 continued to be affected by acquisition-related costs as well as other transition-related items and costs related to the Company’s acquired-non-strategic operations.  Additionally, the Company incurred a charge of $8.0 million in connection with the aforementioned prepayment of $232 million of FHLB advances.  After adjusting for these items, estimated noninterest expense increased slightly, totaling $49.0 million for the third quarter 2010.  Compared to the year-over-year quarter, excluding acquisition-related and other non-recurring expenses incurred during the third quarter 2009, estimated noninterest expense increased $13.6 million, primarily driven by higher salaries and employment benefits, occupancy costs, equipment expenses and marketing costs resulting from the 2009 acquisitions.

For the nine month period ended September 30, 2010, noninterest expense totaled $177.4 million compared to $109.0 million for the comparable year-over-year period.  Excluding the items mentioned above and those highlighted in Table II as well as the FDIC special assessment and acquisition related expenses incurred during the second quarter 2009 and severance costs related to the first quarter 2009 sale of the property & casualty portion of the insurance business, noninterest expense was $144.3 million for the nine month period ended September 30, 2010 as compared to $106.6 million for the nine months ended September 30, 2009.

While the technology and operational integration of Irwin and Peoples is complete, it is expected that there will be additional integration- and wind-down-related costs incurred throughout 2010 and into 2011.

INCOME TAXES

For the third quarter 2010, income tax expense was $8.8 million, resulting in an effective tax rate of 36.2%, compared with income tax expense of $9.5 million and an effective tax rate of 34.8% during the second quarter 2010 and $121.8 million and an effective tax rate of 37.8% during the comparable year-over-year period.

For the nine month period ended September 30, 2010, income tax expense was $24.6 million, resulting in an effective tax rate of 35.4%, compared with income tax expense of $125.5 million and an effective tax rate of 37.7% for the nine months ended September 30, 2009.

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CREDIT QUALITY – EXCLUDING COVERED ASSETS

The following table presents certain credit quality metrics related to the Company’s uncovered loan portfolio as of September 30, 2010 and for the trailing four quarters.

Table VII
	As of or for the Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
(Dollars in thousands)	2010			2010			2010			2009			2009
Total nonaccrual loans	$	66,157		$	66,671		$	66,869		$	71,657		$	60,506
Restructured loans	$	13,365		$	12,752		$	7,584		$	6,125		$	3,102
Total nonperforming loans	$	79,522		$	79,423		$	74,453		$	77,782		$	63,608
Total nonperforming assets	$	97,827		$	96,241		$	92,540		$	81,927		$	67,909
Nonperforming assets as a % of:
Period-end loans plus OREO		3.51	%		3.42	%		3.27	%		2.83	%		2.36	%
Total assets		1.59	%		1.46	%		1.41	%		1.23	%		0.94	%
Nonperforming loans as a % of total loans		2.88	%		2.84	%		2.65	%		2.69	%		2.21	%
Provision for loan and lease losses - uncovered	$	6,287		$	6,158		$	11,378		$	14,812		$	26,655
Allowance for uncovered loan & lease losses	$	57,249		$	57,811		$	56,642		$	59,311		$	55,770
Allowance for loan & lease losses as a % of:
Period-end loans		2.07	%		2.07	%		2.01	%		2.05	%		1.94	%
Nonaccrual loans		86.5	%		86.7	%		84.7	%		82.8	%		92.2	%
Nonperforming loans		72.0	%		72.8	%		76.1	%		76.3	%		87.7	%
Total net charge-offs	$	6,849		$	4,989		$	14,047		$	11,271		$	9,534
Annualized net-charge-offs as a % of average
loans & leases		0.97	%		0.71	%		2.00	%		1.53	%		1.31	%

Net Charge-offs

Third quarter 2010 net charge-offs were $6.8 million, or 0.97% of average loans and leases, compared with $5.0 million, or 0.71%, for the linked quarter and $9.5 million, or 1.31%, for the comparable year-over-year quarter.  The increase compared to the linked quarter was driven by higher charge-offs in the construction, commercial real estate and, to a lesser degree, residential portfolios, offset by lower net charge-offs in the commercial portfolio.

For the nine months ended September 30, 2010, net charge-offs were $25.9 million, or 1.23% of average loans and leases.  These amounts were impacted by the alleged fraudulent activity noted during the first quarter 2010 which totaled $8.8 million, representing 42 basis points of average loans and leases for the period.  Excluding the alleged fraudulent activity, net charge-offs were $17.1 million, or 0.81%, as compared to $21.4 million, or 1.03%, for the nine month period ended September 30, 2009.

Nonperforming Assets

Nonperforming loans totaled $79.5 million and nonperforming assets totaled $97.8 million as of September 30, 2010 compared with $79.4 million and $96.2 million, respectively, for the linked quarter and $63.6 million and $67.9 million, respectively, for the comparable year-over-year quarter.  While total nonaccrual loans remained essentially unchanged, the individual components changed as commercial nonaccrual loans increased $4.4 million and home equity nonaccrual loans increased $561,000, offset by a decrease in construction nonaccrual loans of $5.4 million driven by the higher level of net charge-offs related to this loan category.

- 11 -

Total classified assets increased $10.7 million during the third quarter 2010 to $212.6 million.  Classified assets are defined by the Company as nonperforming assets plus performing loans internally rated substandard or worse.  The increase was driven primarily by one relationship related to a multi-family, mixed use project totaling $9.3 million in the aggregate.  All credits included in classified assets are monitored closely and have workout strategies in place should their status continue to deteriorate.

Other real estate owned increased $1.5 million to $18.3 million during the third quarter 2010.  The net increase pertained to three development projects and one restaurant, none of which comprised a large portion of the overall increase.

While the Company is seeing isolated areas of improvement, overall weakness in both the commercial and consumer sectors continues to exist in its strategic markets and, as a result, recovery will be slow.  Given the continued challenging environment, it will be critical to remain proactive in identifying and managing individual credit situations.

Delinquent Loans

Loans 30-to-89 days past due totaled $45.1 million, or 1.63% of period end loans, as of September 30, 2010.  This compares to $21.8 million, or 0.78%, as of June 30, 2010 and $20.8 million, or 0.72%, as of September 30, 2009.  The increase was driven primarily by the multi-family project discussed above, two residential developments totaling $8.1 million in the aggregate and a commercial real estate credit of $3.4 million.

Provision for Loan & Lease Losses

Third quarter 2010 provision expense related to uncovered loans and leases was $6.3 million as compared to $6.2 million during the linked quarter and $26.7 million during the comparable year-over-year quarter.  As a percentage of net charge-offs, third quarter 2010 provision expense equaled 91.8% compared to 123.4% during the second quarter 2010 and 279.6% during the third quarter 2009.

Allowance for Loan & Lease Losses

As of the end of the third quarter 2010, the allowance for uncovered loan and lease losses was $57.2 million as compared to $57.8 million as of June 30, 2010 and $55.8 million as of September 30, 2009.  As a percentage of period-end loans, the allowance for loan and lease losses remained unchanged at 2.07% as of September 30, 2010 as compared to June 30, 2010 and 1.94% as of September 30, 2009.  The allowance for loan and lease losses as of September 30, 2010 reflects management’s estimate of credit risk inherent in the Company’s portfolio at that time.

- 12 -

LOANS (EXCLUDING COVERED LOANS)

The following table presents the loan portfolio, not including covered loans, as of September 30, 2010, June 30, 2010 and September 30, 2009.

Table VIII
	As of
	September 30, 2010					June 30, 2010					September 30, 2009
			Percent					Percent					Percent
(Dollars in thousands)	Balance		of Total			Balance		of Total			Balance		of Total
Commercial	$	763,449		27.6	%	$	749,522		26.8	%	$	818,608		28.5	%
Real estate - construction		178,914		6.5	%		197,112		7.1	%		245,535		8.5	%
Real estate - commercial		1,095,543		39.6	%		1,113,836		39.9	%		1,037,121		36.1	%
Real estate - residential		283,914		10.3	%		296,295		10.6	%		331,678		11.5	%
Installment		73,138		2.6	%		75,862		2.7	%		86,940		3.0	%
Home equity		341,288		12.3	%		332,928		11.9	%		324,340		11.3	%
Credit card		28,825		1.0	%		28,567		1.0	%		27,713		1.0	%
Lease financing		138		0.0	%		15		0.0	%		19		0.0	%
Total	$	2,765,209		100.0	%	$	2,794,137		100.0	%	$	2,871,954		100.0	%

Loans, excluding covered loans, totaled $2.8 billion at the end of the third quarter, a decrease of $28.9 million, or 1.0%, compared to June 30, 2010 and a decrease of $106.7 million, or 3.7%, compared to September 30, 2009.  As compared to the linked quarter, the composition of the loan portfolio remained essentially the same with the slight overall decrease occurring largely in the construction and commercial and residential real estate portfolios offset by modest increases in the commercial and home equity portfolios.  Overall, loan demand continued to remain slow in the Company’s strategic operating markets.

During the third quarter 2010, the Company sold approximately $23.2 million of loans originated by its franchise finance business at a premium, recognizing a gain of $2.0 million.  The loans sold consisted of both loans covered by FDIC loss sharing agreements and credits originated subsequent to the Irwin acquisition.  The sale was conducted to lessen credit and geographic concentration risk within the franchise portfolio.  As a liquid secondary market exists for these types of credits, the Company may consider additional franchise loan sales in the future as a way to mitigate the aforementioned risks.

- 13 -

INVESTMENTS

The following table presents a summary of the total investment portfolio at September 30, 2010.

Table IX
	As of September 30, 2010
	Book		Percent of			Book		Cost		Market		Gain/
(Dollars in thousands)	Value		Total			Yield		Basis		Value		(Loss)
U.S. Treasury notes	$	14,335		2.0	%		2.26		99.68		103.69	$	576
Agencies		111,590		15.5	%		2.88		100.00		101.42		1,567
CMOs (agency)		190,017		26.4	%		1.71		99.75		100.95		2,256
CMOs (private)		48		0.0	%		1.03		100.00		100.25		0
MBSs (agency)		289,247		40.1	%		4.56		100.93		106.38		14,823
		605,236		84.0	%		3.30		100.36		103.63		19,222
Municipal		18,761		2.6	%		7.20		99.19		102.22		567
Other 1		96,528		13.4	%		2.95		102.18		102.60		398
		115,290		16.0	%		3.64		101.69		102.54		965
Total investment portfolio	$	720,526		100.0	%		3.36		100.57		103.45	$	20,187
			Net Unrealized Gain/(Loss)									$	20,187
			Aggregate Gains										20,302
			Aggregate Losses										(115	)
			Net Unrealized Gain/(Loss) % of Book Value										2.80	%

1 Other includes $87 million of regulatory stock

The increase relative to the linked quarter was due to the purchase of $154 million of FNMA / FHLMC mortgage backed securities during the quarter, net of maturities and amortizations.  While loan demand remains muted, the Company continues to selectively redeploy a portion of its cash position to purchase investments as market conditions permit.  Future purchases will be made utilizing the same discipline and portfolio management philosophy applied in the past, including avoidance of material credit risk and geographic concentration risk within mortgage-backed securities, while also balancing the Company’s overall asset / liability management objectives.

DEPOSITS

The following table presents a roll-forward of deposit activity during the third quarter 2010, including activity related to deposits acquired through the FDIC-assisted transactions.

Table X
	Deposit Activity - Third Quarter 2010
	Balance as of					Acquired-			Balance as of
	June 30,		Strategic			Non-Strategic			September 30,
(Dollars in thousands)	2010		Portfolio			Portfolio			2010
Transaction and savings accounts	$	3,204,513		(36,878	)		(47,024	)	$	3,120,611
Time deposits		1,795,934		(37,743	)		(16,132	)		1,742,059
Brokered deposits		246,889		(984	)		(57,312	)		188,593
Total deposits	$	5,247,336	$	(75,605	)	$	(120,468	)	$	5,051,263

- 14 -

Overall, strategic transaction and savings accounts declined $36.9 million during the third quarter.  Retail and business transactional accounts continued to experience solid growth during the quarter, increasing $60.4 million.  However, this was offset by a decrease of $97.2 million in public funds transactional deposits.  Similar to the prior quarter, acquired-non-strategic balances continued to decline, the majority of which consisted of time and brokered deposits.  During the third quarter 2010, the Company closed its remaining two western market offices acquired as part of the Irwin transaction, contributing to the decline in acquired-non-strategic transaction and savings accounts.  As of September 30, 2010, brokered deposits had declined to less than 4% of total deposits.

CAPITAL MANAGEMENT

The following table presents First Financial’s preliminary regulatory and other capital ratios as of September 30, 2010, June 30, 2010 and September 30, 2009.  Prior period amounts have been revised to reflect the purchase accounting adjustments discussed in Acquisitions above.

Table XI
	As of
	September 30,			June 30,			September 30,			"Well-Capitalized"
	2010			2010			2009			Minimum
Leverage Ratio		10.50	%		9.99	%		13.86	%		5.00	%
Tier 1 Capital Ratio		18.64	%		18.15	%		15.46	%		6.00	%
Total Risk-Based Capital Ratio		19.91	%		19.42	%		16.71	%		10.00	%
Ending tangible shareholders' equity
to ending tangible assets		10.38	%		9.55	%		8.16	%		N/A
Ending tangible common shareholders'
equity to ending tangible assets		10.38	%		9.55	%		7.07	%		N/A

Capital levels continued to improve during the third quarter 2010.  As of September 30, 2010, tangible book value per common share was $10.90 as compared to $10.73 as of June 30, 2010 and $9.86 as of September 30, 2009.  First Financial’s tangible common equity ratio increased to 10.38% for the third quarter 2010 as compared to 9.55% for the linked quarter and 7.07% for the comparable year-over-year quarter.

- 15 -

SECTION II – SUPPLEMENTAL INFORMATION ON COVERED ASSETS AND ACQUISITION-RELATED ITEMS

Due to the FDIC-assisted transactions and other acquisitions occurring during 2009, the size of First Financial’s business expanded significantly.  To assist in analyzing the effect of these transactions on the financial results, supplemental information that segregates the estimated impact on pre-tax earnings of certain acquisition-related items and provides additional detail on the covered loan portfolio follows.

SUMMARY OF SIGNIFICANT ACQUISITION-RELATED ITEMS

The following table illustrates the estimated effect of certain acquisition-related items on the results of operations for the three months ended September 30, June 30, and March 31, 2010.

Table XII
	For the Three Months Ended
	September 30,			June 30,			March 31,
(Dollars in thousands)	2010			2010			2010
Income effect:
Accelerated discount on loan prepayments and dispositions: 1, 2	$	9,448		$	7,408		$	6,098
Acquired-non-strategic net interest income		10,586			10,207			10,854
Service charges on deposit accounts related to
acquired-non-strategic operations		168			130			230
Other income related to acquired-non-strategic operations		(124	)		346			(150	)
Income related to the accelerated discount on loan prepayments
and dispositions and acquired-non-strategic operations		20,078			18,091			17,032
Expense effect:
Acquired-non-strategic operating expenses: 3
Salaries and employee benefits		13			29			122
Occupancy		91			542			1,415
Other		462			699			664
Total acquired-non-strategic operating expenses		566			1,270			2,201
FDIC indemnification support 3		875			938			605
Acquisition-related costs: 3
Integration-related costs		(102	)		720			999
Professional services fees		1,174			1,436			1,457
Other		433			24			172
Total acquisition-related costs		1,505			2,180			2,628
Transition-related items: 3
Salaries and benefits		796			1,843			4,776
Occupancy		50			(522	)		910
Other		-			-			577
Total transition-related items		846			1,321			6,263
Net effect of gross up of credit losses and FDIC reimbursement 4		2,925			3,792			1,892
Total expense effect		6,717			9,501			13,589
Total estimated effect on pre-tax earnings	$	13,361		$	8,590		$	3,443

1 Included in noninterest income

2 Net of the corresponding valuation adjustment on the FDIC indemnification asset

3 Included in noninterest expense

4 Represents the Company's proportionate share of total recognized, unanticipated losses on covered loans

- 16 -

When covered loan balances paydown early, through either a loan sale or prepayments by the borrower, and credit experience is better than originally estimated, the remaining carrying value of the valuation mark associated with the respective loan is recognized as noninterest income, net of a corresponding valuation adjustment on the FDIC indemnification asset.  When losses are incurred on covered loans that exceed expectations, the Company recognizes the gross credit losses in excess of the valuation mark as provision expense.  Reimbursements due from the FDIC under loss share agreements related to these credit losses are recorded as noninterest income.  The impact on earnings of this offsetting activity is shown above as the net effect of the gross up of credit losses and FDIC reimbursement, representing the Company’s proportionate share of the credit losses realized on covered loans.

As previously discussed, the Company sold $23.2 million of loans originated by its franchise finance unit, a portion of which consisted of loans covered under loss share agreements.  With regard to the covered loan portion, the Company recognized $362,000 of revenue related to the accelerated discount.  The remaining $9.1 million of accelerated discount resulted from loan prepayments.

COVERED ASSETS & LOSS SHARE AGREEMENTS

As of September 30, 2010, 37% of the Company’s total loans were covered loans.  As required under the loss-share arrangements, First Financial must file monthly certifications with the FDIC on single-family residential loans and quarterly certifications on all other loans.  To date, all certifications have been filed in a timely manner and without significant issues.

COVERED LOAN PORTFOLIO

The following table presents estimated activity in the covered loan portfolio by loan type during the third quarter 2010.

Table XIII
	Covered Loan Activity - Third Quarter 2010
			Reduction in Balance Due to:
	June 30,				Prepayments /							September 30,
(Dollars in thousands)	2010		Loan Sales		Renewals		Contractual Activity 1			Charge-Offs 2		2010
Commercial	$	422,613	$	14,248	$	13,939	$	6,242		$	1,591	$	386,593
Real estate - construction		61,327		-		596		1,995			-		58,736
Real estate - commercial		957,129		-		44,658		5,412			8,604		898,455
Real estate - residential		244,333		-		9,444		(1,426	)		23		236,292
Installment		24,585		-		1,546		902			274		21,863
Other covered loans		7,645		-		-		-			-		7,645
Total covered loans	$	1,717,632	$	14,248	$	70,183	$	13,125		$	10,492	$	1,609,584

1 Includes partial paydowns, accretion of the valuation discount and advances on revolving loans

2 Indemnified at 80% from the FDIC

During the third quarter 2010, the total balance of covered loans decreased $108.0 million, or 6.3%, as compared to the previous quarter.  Of this decrease, $70.2 million, or 4.1%, was attributable to prepayments or renewals, $14.2 million, or 83 bps, pertained to loan sales, $13.1 million, or 76 bps, related to repayments in accordance with contractual obligations and $10.5 million, or 61 bps, resulted from charge-offs.

ALLOWANCE FOR LOAN LOSSES

Under the applicable accounting guidance, the allowance for loan losses related to covered loans as a result of impairment identified in on-going valuation procedures is generally recognized in the current period as provision expense.  Improvement in the credit outlook, however, is not recognized immediately but instead is reflected as an adjustment to the yield earned on the related loan pools on a prospective basis.  The timing inherent in this accounting treatment may result in earnings volatility in future periods.

- 17 -

The Company established an allowance for loan losses associated with covered loans during the second quarter 2010 based on its estimated valuation procedures performed during the period.  This allowance, totaling $1.3 million, was the net effect of $19.0 million recognized as provision expense during the second quarter less $17.7 million of net charge-offs related to these loans.  The related estimated reimbursement due from the FDIC under loss sharing agreements of $15.2 million was recorded as both FDIC loss sharing income and an increase to the FDIC indemnification asset.  The net amount of this activity reflects the Company’s expected proportionate share of losses related to this impairment.

During the third quarter 2010, the Company updated its estimated valuation procedures related to loans covered under loss share agreements.  As a result of impairment identified in certain loan pools, it recognized a provision expense related to covered loans of $20.7 million and realized net charge-offs of $10.4 million, resulting in an allowance for covered loan losses of $11.6 million as of September 30, 2010.  The related receivable due from the FDIC under loss share agreements related to these loans of $17.8 million was recognized as FDIC loss share income and a corresponding increase to the FDIC indemnification asset.

- 18 -

Teleconference / Webcast Information

First Financial’s senior management will host a conference call to discuss the Company’s financial and operating results on Wednesday, November 3, 2010 at 9:00 a.m.  Members of the public who would like to listen to the conference call should dial (877) 317-6789 (U.S. toll free), (866) 605-3852 (Canada toll free) or +1 (412) 317-6789 (International) (no passcode required).  The number should be dialed five to ten minutes prior to the start of the conference call.  The conference call will also be accessible as an audio webcast via the Investor Relations section of the Company’s website at www.bankatfirst.com.  A replay of the conference call will be available beginning one hour after the completion of the live call through November 18, 2010 at (877) 344-7529 (U.S. toll free) and +1 (412) 317-0088 (International); conference number 445386.  The webcast will be archived on the Investor Relations section of the Company’s website through November 3, 2011.

Press Release and Additional Information on Website

This press release as well as supplemental information related to this release is available to the public through the Investor Relations section of First Financial’s website at www.bankatfirst.com/investor.

Forward-Looking Statement

Certain statements contained in this news release 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 SEC, 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.  Management’s analysis contains forward-looking statements that are provided to assist in the understanding of anticipated future financial performance.  However, such performance involves risks and uncertainties that may cause actual results to differ materially.  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 risk that the strength of the United States economy in general and the strength of the local economies in which we conduct operations may continue to deteriorate resulting in, among other things, a further deterioration in credit quality or a reduced demand for credit, including the resultant effect on our loan portfolio, allowance for loan and lease losses and overall financial performance;

§ the ability of financial institutions to access sources of liquidity at a reasonable cost;

§ the impact of recent upheaval in the financial markets and the effectiveness of domestic and international governmental actions taken in response, such as the U.S. Treasury’s TARP and the FDIC’s Temporary Liquidity Guarantee Program, and the effect of such governmental actions on us, our competitors and counterparties, financial markets generally and availability of credit specifically, and the U.S. and international economies, including potentially higher FDIC premiums arising from increased payments from FDIC insurance funds as a result of depository institution failures;

§ the effect of and changes in policies and laws or regulatory agencies (notably the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act);

§ inflation and possible changes in interest rates;

§ our ability to keep up with technological changes;

§ mergers and acquisitions, including costs or difficulties related to the integration of acquired companies and the wind-down of non-strategic operations;

§ the risk that exploring merger and acquisition opportunities may detract from management’s time and ability to successfully manage our company;

§ expected cost savings in connection with the consolidation of recent acquisitions may not be fully realized or realized within the expected time frames, and deposit attrition, customer loss and revenue loss following completed acquisitions may be greater than expected;

§ our 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 SEC;

- 19 -

 

§ adverse changes in the securities and debt markets;

§ our success in recruiting and retaining the necessary personnel to support business growth and expansion and maintain sufficient expertise to support increasingly complex products and services;

§ monetary and fiscal policies of the Board of Governors of the Federal Reserve System (Federal Reserve) and the U.S. government and other governmental initiatives affecting the financial services industry;

§ our ability to manage loan delinquency and charge-off rates and changes in estimation of the adequacy of the allowance for loan losses; and

§ the costs and effects of litigation and of unexpected or adverse outcomes in such litigation.

In addition, please refer to our Annual Report on Form 10-K for the year ended December 31, 2009, as well as our other filings with the SEC, for a more detailed discussion of these risks and uncertainties and other factors. 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.

About First Financial Bancorp

First Financial Bancorp is a Cincinnati, Ohio based bank holding company.  As of September 30, 2010, the Company had $6.2 billion in assets, $4.4 billion in loans, $5.1 billion in deposits and $691 million in shareholders’ equity.  The Company’s subsidiary, First Financial Bank, N.A., founded in 1863, provides banking and financial services products through its three lines of business: commercial, retail and wealth management.  The commercial and retail units provide traditional banking services to business and consumer clients.  The Wealth Resource Group provides financial planning, investment management, trust and estate, brokerage, insurance and retirement plan services and had approximately $2.2 billion in assets under management as of September 30, 2010.  The Company’s strategic operating markets are located in Ohio, Indiana, Kentucky and Michigan where it operates 113 banking centers across 75 communities.  Additional information about the Company, including its products, services and banking locations is available at www.bankatfirst.com.

Contact Information
Investors/Analysts	Media
Kenneth Lovik	Cheryl Lipp
Vice President, Investor Relations and	First Vice President, Director of Communications
Corporate Development	(513) 979-5797
(513) 979-5837	cheryl.lipp@bankatfirst.com
kenneth.lovik@bankatfirst.com

- 20 -

Selected Financial Information

September 30, 2010

(unaudited)

Contents	Page
Consolidated Financial Highlights	2
Consolidated Statements of Income	3
Consolidated Quarterly Statements of Income	4 – 5
Consolidated Statements of Condition	6
Average Consolidated Statements of Condition	7
Net Interest Margin Rate / Volume Analysis	8 – 9
Credit Quality	10
Capital Adequacy	11

FIRST FINANCIAL BANCORP.

CONSOLIDATED FINANCIAL HIGHLIGHTS

(Dollars in thousands, except per share)

(Unaudited)

							Three months ended,									Nine months ended
	Sep. 30,			Jun. 30,			Mar. 31,			Dec. 31,			Sep. 30,			Sep. 30,
	2010			2010			2010			2009			2009			2010			2009
RESULTS OF OPERATIONS
Net income	$	15,579		$	17,774		$	11,598		$	13,795		$	200,357		$	44,951		$	207,542
Net income available to common shareholders	$	15,579		$	17,774		$	9,733		$	12,795		$	199,357		$	43,086		$	204,964
Net earnings per common share - basic	$	0.27		$	0.31		$	0.18		$	0.25		$	3.91		$	0.76		$	4.77
Net earnings per common share - diluted	$	0.27		$	0.30		$	0.17		$	0.25		$	3.87		$	0.75		$	4.71
Dividends declared per common share	$	0.10		$	0.10		$	0.10		$	0.10		$	0.10		$	0.30		$	0.30
KEY FINANCIAL RATIOS
Return on average assets		0.96	%		1.08	%		0.71	%		0.80	%		17.64	%		0.92	%		6.89	%
Return on average shareholders' equity		9.03	%		10.62	%		6.92	%		8.36	%		166.45	%		8.86	%		68.81	%
Return on average common shareholders' equity		9.03	%		10.62	%		6.25	%		8.81	%		198.06	%		8.69	%		84.29	%
Return on average tangible common shareholders' equity		9.87	%		11.64	%		6.89	%		9.82	%		233.03	%		9.53	%		103.33	%
Net interest margin		4.59	%		4.53	%		4.89	%		4.65	%		3.90	%		4.67	%		3.71	%
Net interest margin (fully tax equivalent) (1)		4.60	%		4.54	%		4.91	%		4.67	%		3.93	%		4.68	%		3.75	%
Ending equity as a percent of ending assets		11.23	%		10.35	%		10.20	%		9.76	%		8.92	%		11.23	%		8.92	%
Ending common equity as a percent of ending assets		11.23	%		10.35	%		10.20	%		8.57	%		7.84	%		11.23	%		7.84	%
Ending tangible common equity as a percent of:
Ending tangible assets		10.38	%		9.55	%		9.38	%		7.75	%		7.07	%		10.38	%		7.07	%
Risk-weighted assets		17.61	%		17.17	%		16.39	%		13.10	%		12.65	%		17.61	%		12.65	%
Average equity as a percent of average assets		10.68	%		10.14	%		10.22	%		9.57	%		10.60	%		10.34	%		10.02	%
Average common equity as a percent of average assets		10.68	%		10.14	%		9.51	%		8.42	%		8.86	%		10.10	%		8.08	%
Average tangible common equity as a percent of
average tangible assets		9.86	%		9.33	%		8.70	%		7.62	%		7.63	%		9.30	%		6.69	%
Book value per common share	$	11.90		$	11.74		$	11.55		$	11.10		$	11.03		$	11.90		$	11.03
Tangible book value per common share	$	10.90		$	10.73		$	10.53		$	9.94		$	9.86		$	10.90		$	9.86
Tier 1 Ratio (2)		18.64	%		18.15	%		17.37	%		16.11	%		15.46	%		18.64	%		15.46	%
Total Capital Ratio (2)		19.91	%		19.42	%		18.64	%		17.37	%		16.71	%		19.91	%		16.71	%
Leverage Ratio (2)		10.50	%		9.99	%		9.76	%		9.24	%		13.86	%		10.50	%		13.86	%
AVERAGE BALANCE SHEET ITEMS
Loans (3)	$	2,805,764		$	2,806,616		$	2,849,562		$	2,929,850		$	2,886,729		$	2,820,487		$	2,783,251
Covered loans and FDIC indemnification asset		1,886,750			2,041,820			2,168,407			2,254,989			536,319			2,031,294			180,738
Investment securities		691,700			597,991			558,595			608,952			575,697			616,583			687,689
Interest-bearing deposits with other banks		483,097			554,333			394,741			447,999			136,210			477,714			51,177
Total earning assets	$	5,867,311		$	6,000,760		$	5,971,305		$	6,241,790		$	4,134,955		$	5,946,078		$	3,702,855
Total assets	$	6,408,479		$	6,621,021		$	6,647,541		$	6,840,393		$	4,505,740		$	6,558,138		$	4,025,236
Noninterest-bearing deposits	$	721,501		$	740,011		$	774,393		$	840,314		$	554,471		$	745,108		$	462,084
Interest-bearing deposits		4,448,929			4,570,971			4,544,471			4,710,167			3,054,226			4,521,107			2,628,793
Total deposits	$	5,170,430		$	5,310,982		$	5,318,864		$	5,550,481		$	3,608,697		$	5,266,215		$	3,090,877
Borrowings	$	352,370		$	447,945		$	458,876		$	471,916		$	377,406		$	419,340		$	494,903
Shareholders' equity	$	684,112		$	671,051		$	679,567		$	654,631		$	477,550		$	678,260		$	403,248
CREDIT QUALITY RATIOS (excluding covered assets)
Allowance to ending loans		2.07	%		2.07	%		2.01	%		2.05	%		1.94	%		2.07	%		1.94	%
Allowance to nonaccrual loans		86.54	%		86.71	%		84.71	%		82.77	%		92.17	%		86.54	%		92.17	%
Allowance to nonperforming loans		71.99	%		72.79	%		76.08	%		76.25	%		87.68	%		71.99	%		87.68	%
Nonperforming loans to total loans		2.88	%		2.84	%		2.65	%		2.69	%		2.21	%		2.88	%		2.21	%
Nonperforming assets to ending loans, plus OREO		3.51	%		3.42	%		3.27	%		2.83	%		2.36	%		3.51	%		2.36	%
Nonperforming assets to total assets		1.59	%		1.46	%		1.41	%		1.23	%		0.94	%		1.59	%		0.94	%
Net charge-offs to average loans (annualized)		0.97	%		0.71	%		2.00	%		1.53	%		1.31	%		1.23	%		1.03	%

(1) The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35% tax rate.  Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully tax equivalent basis.  Therefore, management believes, these measures provide useful information to investors by allowing them to make peer comparisons.  Management also uses these measures to make peer comparisons.

(2) September 30, 2010 regulatory capital ratios are preliminary.

(3) Includes loans held for sale.

- 2 - -

FIRST FINANCIAL BANCORP.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share)

(Unaudited)

	Three months ended,									Nine months ended,
	Sep. 30,									Sep. 30,
	2010			2009			% Change			2010			2009			% Change
Interest income
Loans, including fees	$	75,957		$	46,811			62.3	%	$	230,239		$	114,446			101.2	%
Investment securities
Taxable		5,386			6,241			(13.7	%)		16,226			22,954			(29.3	%)
Tax-exempt		240			352			(31.8	%)		720			1,172			(38.6	%)
Total investment securities interest		5,626			6,593			(14.7	%)		16,946			24,126			(29.8	%)
Other earning assets		3,101			1,311			136.5	%		13,996			1,311			967.6	%
Total interest income		84,684			54,715			54.8	%		261,181			139,883			86.7	%
Interest expense
Deposits		14,457			11,490			25.8	%		45,413			30,373			49.5	%
Short-term borrowings		25			261			(90.4	%)		61			1,295			(95.3	%)
Long-term borrowings		2,034			1,977			2.9	%		7,147			4,534			57.6	%
Subordinated debentures and capital securities		322			323			(0.3	%)		956			880			8.6	%
Total interest expense		16,838			14,051			19.8	%		53,577			37,082			44.5	%
Net interest income		67,846			40,664			66.8	%		207,604			102,801			101.9	%
Provision for loan and lease losses - uncovered		6,287			26,655			(76.4	%)		23,823			41,272			(42.3	%)
Provision for loan and lease losses - covered		20,725			0			N/M			49,147			0			N/M
Net interest income after provision for loan and lease losses		40,834			14,009			191.5	%		134,634			61,529			118.8	%
Noninterest income
Service charges on deposit accounts		5,632			5,408			4.1	%		17,098			13,776			24.1	%
Trust and wealth management fees		3,366			3,339			0.8	%		10,579			9,881			7.1	%
Bankcard income		2,193			1,379			59.0	%		6,263			4,092			53.1	%
Net gains from sales of loans		2,749			63			4263.5	%		3,391			855			296.6	%
Gains on sales of investment securities		0			0			N/M			0			3,349			(100.0	%)
Gain on acquisition		0			342,494			(100.0	%)		0			342,494			(100.0	%)
FDIC loss sharing income		17,800			0			N/M			40,538			0			N/M
Accelerated discount on covered loans		9,448			0			N/M			22,954			0			N/M
Income (loss) on preferred securities		0			154			(100.0	%)		(30	)		277			(110.8	%)
Other		3,707			1,599			131.8	%		11,504			5,842			96.9	%
Total noninterest income		44,895			354,436			(87.3	%)		112,297			380,566			(70.5	%)
Noninterest expenses
Salaries and employee benefits		28,790			22,051			30.6	%		88,544			55,927			58.3	%
Net occupancy		4,663			3,442			35.5	%		18,125			8,912			103.4	%
Furniture and equipment		2,490			1,874			32.9	%		7,277			5,527			31.7	%
Data processing		1,191			973			22.4	%		3,559			2,585			37.7	%
Marketing		1,230			871			41.2	%		3,904			2,211			76.6	%
Communication		986			737			33.8	%		3,016			2,077			45.2	%
Professional services		2,117			1,220			73.5	%		6,306			3,427			84.0	%
Debt extinguishment		8,029			0			N/M			8,029			0			N/M
State intangible tax		724			628			15.3	%		3,481			1,944			79.1	%
FDIC assessments		2,123			1,612			31.7	%		6,040			5,318			13.6	%
Other		8,967			12,893			(30.5	%)		29,109			21,103			37.9	%
Total noninterest expenses		61,310			46,301			32.4	%		177,390			109,031			62.7	%
Income before income taxes		24,419			322,144			(92.4	%)		69,541			333,064			(79.1	%)
Income tax expense		8,840			121,787			(92.7	%)		24,590			125,522			(80.4	%)
Net income		15,579			200,357			(92.2	%)		44,951			207,542			(78.3	%)
Dividends on preferred stock		0			1,000			(100.0	%)		1,865			2,578			(27.7	%)
Income available to common shareholders	$	15,579		$	199,357			(92.2	%)	$	43,086		$	204,964			(79.0	%)
ADDITIONAL DATA
Net earnings per common share - basic	$	0.27		$	3.91					$	0.76		$	4.77
Net earnings per common share - diluted	$	0.27		$	3.87					$	0.75		$	4.71
Dividends declared per common share	$	0.10		$	0.10					$	0.30		$	0.30
Return on average assets		0.96	%		17.64	%					0.92	%		6.89	%
Return on average shareholders' equity		9.03	%		166.45	%					8.86	%		68.81	%
Interest income	$	84,684		$	54,715			54.8	%	$	261,181		$	139,883			86.7	%
Tax equivalent adjustment		222			300			(26.0	%)		646			970			(33.4	%)
Interest income - tax equivalent		84,906			55,015			54.3	%		261,827			140,853			85.9	%
Interest expense		16,838			14,051			19.8	%		53,577			37,082			44.5	%
Net interest income - tax equivalent	$	68,068		$	40,964			66.2	%	$	208,250		$	103,771			100.7	%
Net interest margin		4.59	%		3.90	%					4.67	%		3.71	%
Net interest margin (fully tax equivalent) (1)		4.60	%		3.93	%					4.68	%		3.75	%
Full-time equivalent employees (2)		1,535			1,150

(1) The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35% tax rate. Management believes that it is a standard practice in the banking industry to present net interest income on a fully tax equivalent basis.  Therefore, management believes, these measures provided useful information to investors by allowing them to make peer comparisons.  Management also uses these measures to make peer comparisons.

(2) Does not include associates from acquisitions that are currently in a temporary hire status.

N/M = Not meaningful.

- 3 - -

FIRST FINANCIAL BANCORP.

CONSOLIDATED QUARTERLY STATEMENTS OF INCOME

(Dollars in thousands, except per share)

(Unaudited)

	2010
	Third			Second			First						% Change
	Quarter			Quarter			Quarter			YTD			Linked Qtr.
Interest income
Loans, including fees	$	75,957		$	74,944		$	79,338		$	230,239			1.4	%
Investment securities
Taxable		5,386			5,444			5,396			16,226			(1.1	%)
Tax-exempt		240			245			235			720			(2.0	%)
Total investment securities interest		5,626			5,689			5,631			16,946			(1.1	%)
Other earning assets		3,101			5,305			5,590			13,996			(41.5	%)
Total interest income		84,684			85,938			90,559			261,181			(1.5	%)
Interest expense
Deposits		14,457			15,308			15,648			45,413			(5.6	%)
Short-term borrowings		25			17			19			61			47.1	%
Long-term borrowings		2,034			2,556			2,557			7,147			(20.4	%)
Subordinated debentures and capital securities		322			319			315			956			0.9	%
Total interest expense		16,838			18,200			18,539			53,577			(7.5	%)
Net interest income		67,846			67,738			72,020			207,604			0.2	%
Provision for loan and lease losses - uncovered		6,287			6,158			11,378			23,823			2.1	%
Provision for loan and lease losses - covered		20,725			18,962			9,460			49,147			9.3	%
Net interest income after provision for loan and lease losses		40,834			42,618			51,182			134,634			(4.2	%)
Noninterest income
Service charges on deposit accounts		5,632			5,855			5,611			17,098			(3.8	%)
Trust and wealth management fees		3,366			3,668			3,545			10,579			(8.2	%)
Bankcard income		2,193			2,102			1,968			6,263			4.3	%
Net gains from sales of loans		2,749			473			169			3,391			481.2	%
Gains on sales of investment securities		0			0			0			0			N/M
FDIC loss sharing income		17,800			15,170			7,568			40,538			17.3	%
Accelerated discount on covered loans		9,448			7,408			6,098			22,954			27.5	%
(Loss) income on preferred securities		0			0			(30	)		(30	)		N/M
Other		3,707			5,791			2,006			11,504			(36.0	%)
Total noninterest income		44,895			40,467			26,935			112,297			10.9	%
Noninterest expenses
Salaries and employee benefits		28,790			29,513			30,241			88,544			(2.4	%)
Net occupancy		4,663			5,340			8,122			18,125			(12.7	%)
Furniture and equipment		2,490			2,514			2,273			7,277			(1.0	%)
Data processing		1,191			1,136			1,232			3,559			4.8	%
Marketing		1,230			1,600			1,074			3,904			(23.1	%)
Communication		986			822			1,208			3,016			20.0	%
Professional services		2,117			2,446			1,743			6,306			(13.5	%)
Debt extinguishment		8,029			0			0			8,029			N/M
State intangible tax		724			1,426			1,331			3,481			(49.2	%)
FDIC assessments		2,123			1,907			2,010			6,040			11.3	%
Other		8,967			9,115			11,027			29,109			(1.6	%)
Total noninterest expenses		61,310			55,819			60,261			177,390			9.8	%
Income before income taxes		24,419			27,266			17,856			69,541			(10.4	%)
Income tax expense		8,840			9,492			6,258			24,590			(6.9	%)
Net income		15,579			17,774			11,598			44,951			(12.3	%)
Dividends on preferred stock		0			0			1,865			1,865			N/M
Income available to common shareholders	$	15,579		$	17,774		$	9,733		$	43,086			(12.3	%)
ADDITIONAL DATA
Net earnings per common share - basic	$	0.27		$	0.31		$	0.18		$	0.76
Net earnings per common share - diluted	$	0.27		$	0.30		$	0.17		$	0.75
Dividends declared per common share	$	0.10		$	0.10		$	0.10		$	0.30
Return on average assets		0.96	%		1.08	%		0.71	%		0.92	%
Return on average shareholders' equity		9.03	%		10.62	%		6.92	%		8.86	%
Interest income	$	84,684		$	85,938		$	90,559		$	261,181			(1.5	%)
Tax equivalent adjustment		222			212			212			646			4.7	%
Interest income - tax equivalent		84,906			86,150			90,771			261,827			(1.4	%)
Interest expense		16,838			18,200			18,539			53,577			(7.5	%)
Net interest income - tax equivalent	$	68,068		$	67,950		$	72,232		$	208,250			0.2	%
Net interest margin		4.59	%		4.53	%		4.89	%		4.67	%
Net interest margin (fully tax equivalent) (1)		4.60	%		4.54	%		4.91	%		4.68	%
Full-time equivalent employees (2)		1,535			1,511			1,466

(1) The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35% tax rate.  Management believes that it is a standard practice in the banking industry to present net interest income on a fully tax equivalent basis.  Therefore, management believes, these measures provided useful information to investors by allowing them to make peer comparisons.  Management also uses these measures to make peer comparisons.

(2) Does not include associates from acquisitions that are currently in a temporary hire status.

N/M = Not meaningful.

- 4 - -

FIRST FINANCIAL BANCORP.

CONSOLIDATED QUARTERLY STATEMENTS OF INCOME

(Dollars in thousands, except per share)

(Unaudited)

	2009
	Fourth			Third			Second			First			Full
	Quarter			Quarter			Quarter			Quarter			Year
Interest income
Loans, including fees	$	81,471		$	46,811		$	33,978		$	33,657		$	195,917
Investment securities
Taxable		6,422			6,241			8,023			8,690			29,376
Tax-exempt		320			352			386			434			1,492
Total investment securities interest		6,742			6,593			8,409			9,124			30,868
Other earning assets		5,132			1,311			0			0			6,443
Total interest income		93,345			54,715			42,387			42,781			233,228
Interest expense
Deposits		17,207			11,490			9,080			9,803			47,580
Short-term borrowings		23			261			527			507			1,318
Long-term borrowings		2,611			1,977			1,251			1,306			7,145
Subordinated debentures and capital securities		322			323			320			237			1,202
Total interest expense		20,163			14,051			11,178			11,853			57,245
Net interest income		73,182			40,664			31,209			30,928			175,983
Provision for loan and lease losses		14,812			26,655			10,358			4,259			56,084
Net interest income after provision for loan and lease losses		58,370			14,009			20,851			26,669			119,899
Noninterest income
Service charges on deposit accounts		5,886			5,408			4,289			4,079			19,662
Trust and wealth management fees		3,584			3,339			3,253			3,289			13,465
Bankcard income		1,869			1,379			1,422			1,291			5,961
Net gains from sales of loans		341			63			408			384			1,196
Gains on sales of investment securities		0			0			3,349			0			3,349
Gain on acquisition		0			342,494			0			0			342,494
Accelerated discount on covered loans		8,215			386			0			0			8,601
(Loss) income on preferred securities		(138	)		154			112			11			139
Other		4,392			1,213			1,264			2,979			9,848
Total noninterest income		24,149			354,436			14,097			12,033			404,715
Noninterest expenses
Salaries and employee benefits		30,141			22,051			16,223			17,653			86,068
Net occupancy		7,290			3,442			2,653			2,817			16,202
Furniture and equipment		2,527			1,874			1,851			1,802			8,054
Data processing		890			973			794			818			3,475
Marketing		1,283			871			700			640			3,494
Communication		1,169			737			669			671			3,246
Professional services		2,605			1,220			1,254			953			6,032
State intangible tax		564			628			648			668			2,508
FDIC assessments		1,529			1,612			3,424			282			6,847
Other		13,609			12,893			4,580			3,630			34,712
Total noninterest expenses		61,607			46,301			32,796			29,934			170,638
Income before income taxes		20,912			322,144			2,152			8,768			353,976
Income tax expense		7,117			121,787			702			3,033			132,639
Net income		13,795			200,357			1,450			5,735			221,337
Dividends on preferred stock		1,000			1,000			1,000			578			3,578
Net income available to common shareholders	$	12,795		$	199,357		$	450		$	5,157		$	217,759
ADDITIONAL DATA
Net earnings per common share - basic	$	0.25		$	3.91		$	0.01		$	0.14		$	4.84
Net earnings per common share - diluted	$	0.25		$	3.87		$	0.01		$	0.14		$	4.78
Dividends declared per common share	$	0.10		$	0.10		$	0.10		$	0.10		$	0.40
Return on average assets		0.80	%		17.64	%		0.15	%		0.62	%		4.67	%
Return on average shareholders' equity		8.36	%		166.45	%		1.53	%		6.63	%		47.44	%
Interest income	$	93,345		$	54,715		$	42,387		$	42,781		$	233,228
Tax equivalent adjustment		295			300			307			363			1,265
Interest income - tax equivalent		93,640			55,015			42,694			43,144			234,493
Interest expense		20,163			14,051			11,178			11,853			57,245
Net interest income - tax equivalent	$	73,477		$	40,964		$	31,516		$	31,291		$	177,248
Net interest margin		4.65	%		3.90	%		3.59	%		3.61	%		4.05	%
Net interest margin (fully tax equivalent) (1)		4.67	%		3.93	%		3.63	%		3.65	%		4.08	%
Full-time equivalent employees		1,390			1,150			1,048			1,063

(1) The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35% tax rate. Management believes that it is a standard practice in the banking industry to present net interest income on a fully tax equivalent basis.  Therefore, management believes, these measures provided useful information to investors by allowing them to make peer comparisons.  Management also uses these measures to make peer comparisons.

N/M = Not meaningful.

- 5 - -

FIRST FINANCIAL BANCORP.

CONSOLIDATED STATEMENTS OF CONDITION

(Dollars in thousands)

(Unaudited)

	Sep. 30,			Jun. 30,			Mar. 31,			Dec. 31,			Sep. 30,			% Change			% Change
	2010			2010			2010			2009			2009			Linked Qtr.			Comparable Qtr.
ASSETS
Cash and due from banks	$	144,101		$	166,604		$	308,330		$	344,150		$	243,924			(13.5	%)		(40.9	%)
Interest-bearing deposits with other banks		280,457			675,891			416,619			262,017			728,853			(58.5	%)		(61.5	%)
Investment securities trading		0			0			0			200			338			N/M			(100.0	%)
Investment securities available-for-sale		616,175			503,404			430,519			471,002			523,355			22.4	%		17.7	%
Investment securities held-to-maturity		17,842			17,601			17,903			18,115			17,928			1.4	%		(0.5	%)
Other investments		86,509			86,509			87,029			89,830			87,693			0.0	%		(1.4	%)
Loans held for sale		19,075			11,946			3,243			6,413			2,729			59.7	%		599.0	%
Loans
Commercial		763,449			749,522			763,084			800,261			818,608			1.9	%		(6.7	%)
Real estate - construction		178,914			197,112			216,289			253,223			245,535			(9.2	%)		(27.1	%)
Real estate - commercial		1,095,543			1,113,836			1,091,830			1,079,628			1,037,121			(1.6	%)		5.6	%
Real estate - residential		283,914			296,295			306,769			321,047			331,678			(4.2	%)		(14.4	%)
Installment		73,138			75,862			78,682			82,989			86,940			(3.6	%)		(15.9	%)
Home equity		341,288			332,928			330,973			328,940			324,340			2.5	%		5.2	%
Credit card		28,825			28,567			27,960			29,027			27,713			0.9	%		4.0	%
Lease financing		138			15			15			14			19			820.0	%		626.3	%
Total loans, excluding covered loans		2,765,209			2,794,137			2,815,602			2,895,129			2,871,954			(1.0	%)		(3.7	%)
Less
Allowance for loan and lease losses		57,249			57,811			56,642			59,311			55,770			(1.0	%)		2.7	%
Net loans - uncovered		2,707,960			2,736,326			2,758,960			2,835,818			2,816,184			(1.0	%)		(3.8	%)
Covered loans		1,609,584			1,717,632			1,833,349			1,934,740			2,046,882			(6.3	%)		(21.4	%)
Less
Allowance for loan and lease losses		11,583			1,273			0			0			0			809.9	%		N/M
Net loans - covered		1,598,001			1,716,359			1,833,349			1,934,740			2,046,882			(6.9	%)		(21.9	%)
Net loans		4,305,961			4,452,685			4,592,309			4,770,558			4,863,066			(3.3	%)		(11.5	%)
Premises and equipment		116,959			114,630			115,836			107,351			106,401			2.0	%		9.9	%
Goodwill		51,820			51,820			51,820			51,820			51,820			0.0	%		0.0	%
Other intangibles		6,049			6,614			7,058			7,461			8,094			(8.5	%)		(25.3	%)
FDIC indemnification asset		237,709			251,633			273,328			287,407			287,756			(5.5	%)		(17.4	%)
Accrued interest and other assets		271,843			244,298			244,902			241,269			312,219			11.3	%		(12.9	%)
Total Assets	$	6,154,500		$	6,583,635		$	6,548,896		$	6,657,593		$	7,234,176			(6.5	%)		(14.9	%)
LIABILITIES
Deposits
Interest-bearing	$	999,922		$	1,135,970		$	1,042,790		$	1,060,383		$	1,105,450			(12.0	%)		(9.5	%)
Savings		1,407,332			1,350,161			1,303,737			1,231,081			1,135,308			4.2	%		24.0	%
Time		1,930,652			2,042,824			2,135,683			2,229,500			2,739,874			(5.5	%)		(29.5	%)
Total interest-bearing deposits		4,337,906			4,528,955			4,482,210			4,520,964			4,980,632			(4.2	%)		(12.9	%)
Noninterest-bearing		713,357			718,381			741,476			829,676			855,352			(0.7	%)		(16.6	%)
Total deposits		5,051,263			5,247,336			5,223,686			5,350,640			5,835,984			(3.7	%)		(13.4	%)
Short-term borrowings
Federal funds purchased and securities sold
under agreements to repurchase		58,747			38,299			38,443			37,430			35,763			53.4	%		64.3	%
Federal Home Loan Bank		0			0			0			0			65,000			N/M			(100.0	%)
Total short-term borrowings		58,747			38,299			38,443			37,430			100,763			53.4	%		(41.7	%)
Long-term debt		129,224			384,775			394,404			404,716			410,356			(66.4	%)		(68.5	%)
Other long-term debt		20,620			20,620			20,620			20,620			20,620			0.0	%		0.0	%
Accrued interest and other liabilities		203,715			211,049			203,984			194,229			221,036			(3.5	%)		(7.8	%)
Total Liabilities		5,463,569			5,902,079			5,881,137			6,007,635			6,588,759			(7.4	%)		(17.1	%)
SHAREHOLDERS' EQUITY
Preferred stock		0			0			0			79,195			78,271			N/M			(100.0	%)
Common stock		579,309			578,362			581,747			490,532			490,854			0.2	%		18.0	%
Retained earnings		301,777			292,004			280,030			276,119			268,401			3.3	%		12.4	%
Accumulated other comprehensive loss		(9,106	)		(7,831	)		(9,091	)		(10,487	)		(6,659	)		16.3	%		36.7	%
Treasury stock, at cost		(181,049	)		(180,979	)		(184,927	)		(185,401	)		(185,450	)		0.0	%		(2.4	%)
Total Shareholders' Equity		690,931			681,556			667,759			649,958			645,417			1.4	%		7.1	%
Total Liabilities and Shareholders' Equity	$	6,154,500		$	6,583,635		$	6,548,896		$	6,657,593		$	7,234,176			(6.5	%)		(14.9	%)

N/M = Not meaningful.

- 6 - -

FIRST FINANCIAL BANCORP.

AVERAGE CONSOLIDATED STATEMENTS OF CONDITION

(Dollars in thousands)

(Unaudited)

	Quarterly Averages															Year-to-Date Averages
	Sep. 30,			Jun. 30,			Mar. 31,			Dec. 31,			Sep. 30,			Sep. 30,
	2010			2010			2010			2009			2009			2010			2009
ASSETS
Cash and due from banks	$	185,322		$	273,162		$	336,333		$	274,601		$	107,216		$	264,386		$	86,098
Interest-bearing deposits with other banks		483,097			554,333			394,741			447,999			136,210			477,714			51,177
Investment securities		691,700			597,991			558,595			608,952			575,697			616,583			687,689
Loans held for sale		14,909			7,615			2,292			2,936			2,629			8,318			4,543
Loans
Commercial		735,228			746,636			785,579			839,456			855,996			755,630			841,638
Real estate - construction		187,401			202,513			231,853			256,915			261,601			207,093			254,015
Real estate - commercial		1,135,547			1,110,562			1,079,577			1,048,650			1,002,073			1,108,767			910,680
Real estate - residential		295,917			301,880			309,104			333,858			333,981			302,252			351,747
Installment		71,739			77,299			79,437			87,825			87,506			76,130			90,721
Home equity		336,288			332,044			333,275			332,169			315,629			333,880			303,032
Credit card		28,664			28,052			28,430			28,025			27,292			28,383			26,839
Lease financing		71			15			15			16			22			34			36
Total loans, excluding covered loans		2,790,855			2,799,001			2,847,270			2,926,914			2,884,100			2,812,169			2,778,708
Less
Allowance for loan and lease losses		60,871			60,430			59,891			54,164			42,034			60,401			38,640
Net loans - uncovered		2,729,984			2,738,571			2,787,379			2,872,750			2,842,066			2,751,768			2,740,068
Covered loans		1,648,030			1,781,741			1,887,608			1,973,327			464,989			1,771,582			156,700
Less
Allowance for loan and lease losses		882			14			0			0			0			302			0
Net loans - covered		1,647,148			1,781,727			1,887,608			1,973,327			464,989			1,771,280			156,700
Net loans		4,377,132			4,520,298			4,674,987			4,846,077			3,307,055			4,523,048			2,896,768
Premises and equipment		115,518			115,587			108,608			106,999			91,252			113,263			87,229
Goodwill		51,820			51,820			51,820			51,820			42,196			51,820			32,957
Other intangibles		6,384			6,848			7,431			7,885			2,553			6,884			1,347
FDIC indemnification asset		238,720			260,079			280,799			281,662			71,330			259,712			24,038
Accrued interest and other assets		243,877			233,288			231,935			211,462			169,602			236,410			153,390
Total Assets	$	6,408,479		$	6,621,021		$	6,647,541		$	6,840,393		$	4,505,740		$	6,558,138		$	4,025,236
LIABILITIES
Deposits
Interest-bearing	$	1,029,350		$	1,139,001		$	1,050,697		$	1,093,735		$	735,258		$	1,072,938		$	673,517
Savings		1,412,441			1,341,194			1,318,374			1,233,715			838,381			1,357,681			701,228
Time		2,007,138			2,090,776			2,175,400			2,382,717			1,480,587			2,090,488			1,254,048
Total interest-bearing deposits		4,448,929			4,570,971			4,544,471			4,710,167			3,054,226			4,521,107			2,628,793
Noninterest-bearing		721,501			740,011			774,393			840,314			554,471			745,108			462,084
Total deposits		5,170,430			5,310,982			5,318,864			5,550,481			3,608,697			5,266,215			3,090,877
Short-term borrowings
Federal funds purchased and securities sold
under agreements to repurchase		50,580			37,353			38,413			41,456			55,197			42,160			119,548
Federal Home Loan Bank		0			0			0			1,096			72,855			0			152,900
Other		0			0			0			0			22,826			0			39,458
Total short-term borrowings		50,580			37,353			38,413			42,552			150,878			42,160			311,906
Long-term debt		281,170			389,972			399,843			408,744			205,908			356,560			162,377
Other long-term debt		20,620			20,620			20,620			20,620			20,620			20,620			20,620
Total borrowed funds		352,370			447,945			458,876			471,916			377,406			419,340			494,903
Accrued interest and other liabilities		201,567			191,043			190,234			163,365			42,087			194,323			36,208
Total Liabilities		5,724,367			5,949,970			5,967,974			6,185,762			4,028,190			5,879,878			3,621,988
SHAREHOLDERS' EQUITY
Preferred stock		0			0			47,521			78,573			78,221			15,666			78,129
Common stock		578,810			580,299			549,428			490,889			490,596			569,620			434,746
Retained earnings		294,346			282,634			277,775			276,950			103,440			284,979			86,447
Accumulated other comprehensive loss		(8,021	)		(8,320	)		(9,873	)		(6,372	)		(9,290	)		(8,731	)		(9,296	)
Treasury stock, at cost		(181,023	)		(183,562	)		(185,284	)		(185,409	)		(185,417	)		(183,274	)		(186,778	)
Total Shareholders' Equity		684,112			671,051			679,567			654,631			477,550			678,260			403,248
Total Liabilities and Shareholders' Equity	$	6,408,479		$	6,621,021		$	6,647,541		$	6,840,393		$	4,505,740		$	6,558,138		$	4,025,236

- 7 - -

FIRST FINANCIAL BANCORP.

NET INTEREST MARGIN RATE/VOLUME ANALYSIS

(Dollars in thousands)

(Unaudited)

	Quarterly Averages																		Year-to-Date Averages
	Sep. 30, 2010						Jun. 30, 2010						Sep. 30, 2009						Sep. 30, 2010						Sep. 30, 2009
	Balance			Yield			Balance			Yield			Balance			Yield			Balance			Yield			Balance			Yield
Earning assets
Investment securities	$	691,700			3.23	%	$	597,991			3.82	%	$	575,697			4.54	%	$	616,583			3.67	%	$	687,689			4.69	%
Interest-bearing deposits with other banks		483,097			0.33	%		554,333			0.33	%		136,210			0.25	%		477,714			0.33	%		51,177			0.25	%
Gross loans, including covered loans and indemnification asset (2)		4,692,514			6.65	%		4,848,436			6.60	%		3,423,048			5.58	%		4,851,781			6.70	%		2,963,989			5.22	%
Total earning assets		5,867,311			5.73	%		6,000,760			5.74	%		4,134,955			5.25	%		5,946,078			5.87	%		3,702,855			5.05	%
Nonearning assets
Allowance for loan and lease losses		(61,753	)					(60,444	)					(42,034	)					(60,703	)					(38,640	)
Cash and due from banks		185,322						273,162						107,216						264,386						86,098
Accrued interest and other assets		417,599						407,543						305,603						408,377						274,923
Total assets	$	6,408,479					$	6,621,021					$	4,505,740					$	6,558,138					$	4,025,236
Interest-bearing liabilities
Total interest-bearing deposits	$	4,448,929			1.29	%	$	4,570,971			1.34	%	$	3,054,226			1.49	%	$	4,521,107			1.34	%	$	2,628,793			1.54	%
Borrowed funds
Short-term borrowings		50,580			0.20	%		37,353			0.18	%		150,878			0.69	%		42,160			0.19	%		311,906			0.56	%
Long-term debt		281,170			2.87	%		389,972			2.63	%		205,908			3.81	%		356,560			2.68	%		162,377			3.73	%
Other long-term debt		20,620			6.20	%		20,620			6.21	%		20,620			6.21	%		20,620			6.20	%		20,620			5.71	%
Total borrowed funds		352,370			2.68	%		447,945			2.59	%		377,406			2.69	%		419,340			2.60	%		494,903			1.81	%
Total interest-bearing liabilities		4,801,299			1.39	%		5,018,916			1.45	%		3,431,632			1.62	%		4,940,447			1.45	%		3,123,696			1.59	%
Noninterest-bearing liabilities
Noninterest-bearing demand deposits		721,501						740,011						554,471						745,108						462,084
Other liabilities		201,567						191,043						42,087						194,323						36,208
Shareholders' equity		684,112						671,051						477,550						678,260						403,248
Total liabilities & shareholders' equity	$	6,408,479					$	6,621,021					$	4,505,740					$	6,558,138					$	4,025,236
Net interest income (1)	$	67,846					$	67,738					$	40,664					$	207,604					$	102,801
Net interest spread (1)					4.34	%					4.29	%					3.63	%					4.42	%					3.46	%
Net interest margin (1)					4.59	%					4.53	%					3.90	%					4.67	%					3.71	%

(1) Not tax equivalent.

(2) Loans held for sale, nonaccrual loans, covered loans, and indemnification asset are included in gross loans.

- 8 - -

FIRST FINANCIAL BANCORP.

NET INTEREST MARGIN RATE/VOLUME ANALYSIS (1)

(Dollars in thousands)

(Unaudited)

	Linked Qtr. Income Variance									Comparable Qtr. Income Variance									Year-to-Date Income Variance
	Rate			Volume			Total			Rate			Volume			Total			Rate			Volume			Total
Earning assets
Investment securities	$	(878	)	$	815		$	(63	)	$	(1,911	)	$	944		$	(967	)	$	(5,226	)	$	(1,954	)	$	(7,180	)
Interest-bearing deposits with other banks		(10	)		(53	)		(63	)		112			284			396			128			1,068			1,196
Gross loans, including covered loans and indemnification asset (2)		602			(1,730	)		(1,128	)		9,260			21,280			30,540			32,717			94,565			127,282
Total earning assets		(286	)		(968	)		(1,254	)		7,461			22,508			29,969			27,619			93,679			121,298
Interest-bearing liabilities
Total interest-bearing deposits	$	(616	)	$	(235	)	$	(851	)	$	(1,565	)	$	4,532		$	2,967		$	(3,968	)	$	19,008		$	15,040
Borrowed funds
Short-term borrowings		1			7			8			(186	)		(50	)		(236	)		(844	)		(390	)		(1,234	)
Long-term debt		234			(756	)		(522	)		(487	)		544			57			(1,279	)		3,892			2,613
Other long-term debt		(1	)		4			3			(1	)		0			(1	)		76			0			76
Total borrowed funds		234			(745	)		(511	)		(674	)		494			(180	)		(2,047	)		3,502			1,455
Total interest-bearing liabilities		(382	)		(980	)		(1,362	)		(2,239	)		5,026			2,787			(6,015	)		22,510			16,495
Net interest income (1)	$	96		$	12		$	108		$	9,700		$	17,482		$	27,182		$	33,634		$	71,169		$	104,803

(1) Not tax equivalent.

(2) Loans held for sale, nonaccrual loans, covered loans, and indemnification asset are included in gross loans.

- 9 - -

FIRST FINANCIAL BANCORP.

CREDIT QUALITY

(excluding covered assets)

(Dollars in thousands)

(Unaudited)

																Nine months ended
	Sep. 30,			Jun. 30,			Mar. 31,			Dec. 31,			Sep. 30,			Sep. 30,			Sep. 30,
	2010			2010			2010			2009			2009			2010			2009
ALLOWANCE FOR LOAN AND LEASE LOSS ACTIVITY
Balance at beginning of period	$	57,811		$	56,642		$	59,311		$	55,770		$	38,649			59,311			35,873
Provision for uncovered loan and lease losses		6,287			6,158			11,378			14,812			26,655			23,823			41,272
Gross charge-offs
Commercial		762			1,156			6,275			1,143			2,924			8,193			10,152
Real estate - construction		3,607			2,386			2,126			6,788			4,552			8,119			5,892
Real estate - commercial		2,013			359			3,932			1,854			927			6,304			2,660
Real estate - residential		717			246			534			262			471			1,497			1,053
Installment		205			304			414			449			315			923			1,019
Home equity		389			580			684			1,105			382			1,653			932
All other		431			426			520			454			492			1,377			1,186
Total gross charge-offs		8,124			5,457			14,485			12,055			10,063			28,066			22,894
Recoveries
Commercial		334			120			109			148			91			563			484
Real estate - construction		0			24			0			0			0			24			0
Real estate - commercial		728			99			12			360			167			839			197
Real estate - residential		11			4			3			3			2			18			24
Installment		116			127			160			195			205			403			662
Home equity		21			10			87			6			9			118			10
All other		65			84			67			72			55			216			142
Total recoveries		1,275			468			438			784			529			2,181			1,519
Total net charge-offs		6,849			4,989			14,047			11,271			9,534			25,885			21,375
Ending allowance for uncovered loan and lease losses	$	57,249		$	57,811		$	56,642		$	59,311		$	55,770		$	57,249		$	55,770
NET CHARGE-OFFS TO AVERAGE LOANS AND LEASES (ANNUALIZED)
Commercial		0.23	%		0.56	%		3.18	%		0.47	%		1.31	%		1.35	%		1.54	%
Real estate - construction		7.64	%		4.68	%		3.72	%		10.48	%		6.90	%		5.23	%		3.10	%
Real estate - commercial		0.45	%		0.09	%		1.47	%		0.57	%		0.30	%		0.66	%		0.36	%
Real estate - residential		0.95	%		0.32	%		0.70	%		0.31	%		0.56	%		0.65	%		0.39	%
Installment		0.49	%		0.92	%		1.30	%		1.15	%		0.50	%		0.91	%		0.53	%
Home equity		0.43	%		0.69	%		0.73	%		1.31	%		0.47	%		0.61	%		0.41	%
All other		5.05	%		4.89	%		6.46	%		5.40	%		6.35	%		5.46	%		5.19	%
Total net charge-offs		0.97	%		0.71	%		2.00	%		1.53	%		1.31	%		1.23	%		1.03	%
COMPONENTS OF NONPERFORMING LOANS, NONPERFORMING ASSETS, AND UNDERPERFORMING ASSETS
Nonaccrual loans
Commercial	$	17,320		$	12,874		$	21,572		$	13,756		$	13,244		$	17,320		$	13,244
Real estate - construction		13,454			18,890			17,710			35,604			26,575			13,454			26,575
Real estate - commercial		27,945			28,272			21,196			15,320			12,407			27,945			12,407
Real estate - residential		4,801			4,571			4,116			3,993			5,253			4,801			5,253
Installment		279			267			365			660			493			279			493
Home equity		2,358			1,797			1,910			2,324			2,534			2,358			2,534
Total nonaccrual loans		66,157			66,671			66,869			71,657			60,506			66,157			60,506
Restructured loans		13,365			12,752			7,584			6,125			3,102			13,365			3,102
Total nonperforming loans		79,522			79,423			74,453			77,782			63,608			79,522			63,608
Other real estate owned (OREO)		18,305			16,818			18,087			4,145			4,301			18,305			4,301
Total nonperforming assets		97,827			96,241			92,540			81,927			67,909			97,827			67,909
Accruing loans past due 90 days or more		233			276			286			417			308			233			308
Total underperforming assets	$	98,060		$	96,517		$	92,826		$	82,344		$	68,217		$	98,060		$	68,217
Total classified assets	$	212,552		$	201,859		$	171,112		$	163,451		$	137,288		$	212,552		$	137,288
CREDIT QUALITY RATIOS (excluding covered assets)
Allowance for loan and lease losses to
Nonaccrual loans		86.54	%		86.71	%		84.71	%		82.77	%		92.17	%		86.54	%		92.17	%
Nonperforming loans		71.99	%		72.79	%		76.08	%		76.25	%		87.68	%		71.99	%		87.68	%
Total ending loans		2.07	%		2.07	%		2.01	%		2.05	%		1.94	%		2.07	%		1.94	%
Nonperforming loans to total loans		2.88	%		2.84	%		2.65	%		2.69	%		2.21	%		2.88	%		2.21	%
Nonperforming assets to
Ending loans, plus OREO		3.51	%		3.42	%		3.27	%		2.83	%		2.36	%		3.51	%		2.36	%
Total assets		1.59	%		1.46	%		1.41	%		1.23	%		0.94	%		1.59	%		0.94	%

- 10 - -

FIRST FINANCIAL BANCORP.

CAPITAL ADEQUACY

(Dollars in thousands, except per share)

(Unaudited)

																Nine months ended,
	Sep. 30,			Jun. 30,			Mar. 31,			Dec. 31,			Sep. 30,			Sep. 30,			Sep. 30,
	2010			2010			2010			2009			2009			2010			2009
PER COMMON SHARE
Market Price
High	$	17.10		$	21.32		$	19.00		$	15.48		$	12.07		$	21.32		$	12.10
Low	$	14.19		$	14.95		$	13.89		$	11.83		$	7.52		$	13.89		$	5.58
Close	$	16.68		$	14.95		$	17.78		$	14.56		$	12.05		$	16.68		$	12.05
Average common shares outstanding - basic		57,570,709			57,539,901			55,161,551			51,030,661			51,027,887			56,765,933			43,005,983
Average common shares outstanding - diluted		58,531,505			58,604,039			56,114,424			51,653,562			51,457,189			57,758,906			43,502,561
Ending common shares outstanding		58,057,934			58,062,655			57,833,969			51,433,821			51,431,422			58,057,934			51,431,422
REGULATORY CAPITAL	Preliminary															Preliminary
Tier 1 Capital	$	670,121		$	658,623		$	645,467		$	628,982		$	619,867		$	670,121		$	619,867
Tier 1 Ratio		18.64	%		18.15	%		17.37	%		16.11	%		15.46	%		18.64	%		15.46	%
Total Capital	$	715,938		$	704,752		$	692,630		$	678,024		$	670,243		$	715,938		$	670,243
Total Capital Ratio		19.91	%		19.42	%		18.64	%		17.37	%		16.71	%		19.91	%		16.71	%
Total Capital in excess of minimum
requirement	$	428,314		$	414,434		$	395,408		$	365,739		$	349,404		$	428,314		$	349,404
Total Risk-Weighted Assets	$	3,595,296		$	3,628,978		$	3,715,280		$	3,903,566		$	4,010,482		$	3,595,296		$	4,010,482
Leverage Ratio		10.50	%		9.99	%		9.76	%		9.24	%		13.86	%		10.50	%		13.86	%
OTHER CAPITAL RATIOS
Ending shareholders' equity to ending
assets		11.23	%		10.35	%		10.20	%		9.76	%		8.92	%		11.23	%		8.92	%
Ending common shareholders' equity
to ending assets		11.23	%		10.35	%		10.20	%		8.57	%		7.84	%		11.23	%		7.84	%
Ending tangible shareholders' equity
to ending tangible assets		10.38	%		9.55	%		9.38	%		8.95	%		8.16	%		10.38	%		8.16	%
Ending tangible common shareholders'
equity to ending tangible assets		10.38	%		9.55	%		9.38	%		7.75	%		7.07	%		10.38	%		7.07	%
Average shareholders' equity to
average assets		10.68	%		10.14	%		10.22	%		9.57	%		10.60	%		10.34	%		10.02	%
Average common shareholders' equity
to average assets		10.68	%		10.14	%		9.51	%		8.42	%		8.86	%		10.10	%		8.08	%
Average tangible shareholders' equity
to average tangible assets		9.86	%		9.33	%		9.42	%		8.78	%		9.39	%		9.54	%		8.66	%
Average tangible common shareholders'
equity to average tangible assets		9.86	%		9.33	%		8.70	%		7.62	%		7.63	%		9.30	%		6.69	%

- 11 - -

EX-99.2