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 3, 2009

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

Ohio (State or other jurisdiction of incorporation)	0-12379 (Commission File Number)	31-1042001 (IRS Employer Identification No.)
4000 Smith Road Cincinnati, Ohio (Address of principal executive offices)		45209 (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):

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

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

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

r 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 1.01                      Entry into a Material Definitive Agreement

First Financial Bank, N.A. (“First Financial”), the wholly owned subsidiary of First Financial Bancorp (“Bancorp”), entered into a Second Amendment to Purchase and Assumption Agreement with the Federal Deposit Insurance Corporation (the “FDIC”), as receiver for Irwin Union Bank and Trust Company (“Irwin Union Bank”) and the FDIC regarding the assumption of all deposits and acquisition of certain assets and other liabilities of Irwin Union Bank.  A copy of the second amendment effective September 18, 2009 is attached hereto as Exhibit 2.1.

Item 2.02                      Results of Operations and Financial Condition.

On November 5, 2009, First Financial Bancorp. issued its earnings press release that included the results of operations and financial condition for the third quarter of 2009.  A copy of the earnings press release is attached as Exhibit 99.1.

On November 6, 2009, First Financial Bancorp. will hold an earnings call to discuss the results of operations and financial condition for the third quarter of 2009.  Copies of the slide presentation that will be used in the call are attached as Exhibit 99.2.

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,
	2009			2009			2009			2008			2008			2009			2008
				(Dollars in thousands)
Net interest income	$	37,455		$	31,209		$	30,928		$	30,129		$	29,410		$	99,592		$	86,073
Tax equivalent adjustment		300			307			363			360			424			970			1,448
Net interest income - tax equivalent	$	37,755		$	31,516		$	31,291		$	30,489		$	29,834		$	100,562		$	87,521
Average earning assets		4,144,429			3,483,796			3,482,645			3,267,525			3,180,290			3,708,643			3,087,925
Net interest margin*		3.59	%		3.60	%		3.61	%		3.67	%		3.68	%		3.59	%		3.72	%
Net interest margin (fully tax equivalent)*		3.61	%		3.64	%		3.65	%		3.71	%		3.73	%		3.63	%		3.79	%
* 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,
	2009			2009			2009			2008			2008			2009			2008
				(Dollars in thousands, except per share data)
Net income available to common shareholders (a)	$	225,187		$	450		$	5,157		$	2,084		$	5,732		$	230,794		$	20,878
Average total shareholders' equity	$	459,809		$	379,944		$	350,857		$	286,582		$	276,594		$	397,269		$	277,401
Less:
Average Preferred stock		(78,221	)		(78,126	)		(78,038	)		(7,805	)		-			(78,129	)		-
Goodwill		(46,931	)		(28,261	)		(28,261	)		(28,261	)		(28,261	)		(46,931	)		(28,261	)
Intangible assets		(7,105	)		(465	)		(500	)		(1,002	)		(872	)		(7,105	)		(872	)
Average tangible common equity (b)		327,552			273,092			244,058			249,514			247,461			265,104			248,268
Add back: Average preferred stock		78,221			78,126			78,038			7,805			0			78,129			0
Average tangible shareholders' equity (c)		405,773			351,218			322,096			257,319			247,461			343,233			248,268
Total shareholders' equity		671,247			446,636			353,760			348,327			277,220			671,247			277,220
Less:
Preferred stock		(78,271	)		(78,173	)		(78,075	)		(78,019	)		-			(78,271	)		-
Goodwill		(46,931	)		(28,261	)		(28,261	)		(28,261	)		(28,261	)		(46,931	)		(28,261	)
Intangible assets		(7,105	)		(465	)		(500	)		(1,002	)		(872	)		(7,105	)		(872	)
Tangible common equity (d)		538,940			339,737			246,924			241,045			248,087			538,940			248,087
Add back: Preferred stock		78,271			78,173			78,075			78,019			0			78,271			0
Tangible shareholders' equity (e)		617,211			417,910			324,999			319,064			248,087			617,211			248,087
Total assets		7,259,902			3,783,353			3,809,196			3,699,142			3,511,676			7,259,902			3,511,676
Less:
Goodwill		(46,931	)		(28,261	)		(28,261	)		(28,261	)		(28,261	)		(46,931	)		(28,261	)
Intangible assets		(7,105	)		(465	)		(500	)		(1,002	)		(872	)		(7,105	)		(872	)
Ending tangible assets (f)		7,205,866			3,754,627			3,780,435			3,669,879			3,482,543			7,205,866			3,482,543
Risk-weighted assets (g)		4,020,401			3,076,042			2,951,721			2,878,548			2,800,753			4,020,401			2,800,753
Total average assets		4,496,327			3,784,458			3,777,510			3,566,051			3,476,648			4,022,064			3,379,343
Less:
Goodwill		(46,931	)		(28,261	)		(28,261	)		(28,261	)		(28,261	)		(46,931	)		(28,261	)
Intangible assets		(7,105	)		(465	)		(500	)		(1,002	)		(872	)		(7,105	)		(872	)
Average tangible assets (h)		4,442,291			3,755,732			3,748,749			3,536,788			3,447,515			3,968,028			3,350,210
Ending common shares outstanding (i)		51,431,422			51,434,346			37,474,422			37,481,201			37,476,607			51,431,422			37,476,607

Ratios
Return on average tangible common shareholders' equity (a)/(b)		272.75	%		0.66	%		8.57	%		3.32	%		9.21	%		116.40	%		11.23	%
Ending tangible common equity as a percent of:
Ending tangible assets (d)/(f)		7.48	%		9.06	%		6.54	%		6.57	%		7.13	%		7.48	%		7.13	%
Risk-weighted assets (d)/(g)		13.41	%		11.05	%		8.38	%		8.37	%		8.86	%		13.41	%		8.86	%
Average tangible common equity as a percent
of average tangible assets (b)/(h)		7.37	%		7.27	%		6.51	%		7.05	%		7.18	%		6.68	%		7.41	%
Tangible book value per common share (d)/(i)	$	10.48		$	6.61		$	6.59		$	6.43		$	6.62		$	10.48		$	6.62
Ending tangible shareholders' equity to
ending tangible assets (e)/(f)		8.57	%		11.14	%		8.60	%		8.70	%		7.13	%		8.57	%		7.13	%
Average tangible shareholders' equity to
average tangible assets (c)/(h)		9.13	%		9.35	%		8.59	%		7.28	%		7.18	%		8.65	%		7.41	%

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.

(c)   Exhibits:

The following exhibit shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.

2.1  Second Amendment to Purchase and Assumption Agreement

99.1  First Financial Bancorp. Press Release dated November 5, 2009.

99.2  First Financial Bancorp. November 6, 2009 Earnings Call slides.

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 6, 2009

Form 8-K First Financial Bancorp.

Exhibit Index

Exhibit No.	Description
2.1	Second Amendment to Purchase and Assumption Agreement
99.1	First Financial Bancorp. Press Release dated November 5, 2009.

99.2   First Financial Bancorp. November 6, 2009 Earnings Call slides.

EX-2.1

EXHIBIT 2.1

SECOND AMENDMENT TO PURCHASE AND ASSUMPTION AGREEMENT

THIS AMENDMENT TO PURCHASE AND ASSUMPTION AGREEMENT, made and entered into as of September 18, 2009 by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF IRWIN UNION BANK AND TRUST COMPANY, COLUMBUS, INDIANA (the “Receiver”), FIRST FINANCIAL BANK, NATIONAL ASSOCIATION, organized under the laws of the United States of America and having its principal place of business in HAMILTON, OHIO (the “Assuming Bank”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organizedunder the lawsof the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity(the “Corporation”).

WITNESSETH:

WHEREAS, on September 18, 2009, the State of Indiana, Indiana Department of Financial Institutions closed Irwin Bank and Trust Company, Columbus, Indiana (the “Failed Bank”) pursuant to applicable law and appointed the Receiver;

WHEREAS, on September 18, 2009, the parties hereto entered into a Purchase and Assumption Agreement (the “Agreement”) whereby the Assuming Bank purchased certain assets and assumed certain deposit and other liabilities of the Failed Bank on the terms and conditions set forth in the Agreement; and

WHEREAS, the parties desire to amend this Agreement on the terms and subject to the conditions set forth in this Amendment to Purchase and Assumption Agreement.

NOW THEREFORE, in consideration of the mutual promises herein set forth and other valuable consideration, the parties hereto agree as follows:

SECTION 3.5 of the Agreement is hereby amended to insert the following clause as new subsection 3.5(q):

“(q)  the stock or other equity interest in Irwin Union Collateral, Inc.”

All applicable supporting Schedules and Exhibits shall also be deemed to have been amended to effect Section 3.5(q) of the Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Purchase and Assumption Agreement to be executed by their duly authorized representatives as of the date first written above.

FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF IRWIN UNION BANK AND TRUST COMPANY, COLUMBUS, INDIANA
BY:	/s/ Steven A. Carr
	STEVEN A. CARR
	RECEIVER-IN-CHARGE

Attest:

/s/James O. Phillips

FEDERAL DEPOSIT INSURANCE CORPORATION
BY:	/s/ Steven A. Carr
	STEVEN A. CARR ATTORNEY-IN-FACT

Attest:

/s/James O. Phillips

FIRST FINANCIAL BANK, NATIONAL ASSOCIATION
BY:	/s/ Claude E. Davis
	NAME:  CLAUDE E. DAVIS TITLE:  President & Chief Executive Officer

Attest:

/s/Gregory A. Gehlmann

2

EX-99.1

EXHIBIT 99.1

First Financial Bancorp Reports Third Quarter 2009

Earnings & Financial Results

§ Net income of $225.2 million or $4.38 per common share for the third quarter of 2009

§ First Financial, through Federal Deposit Insurance Corporation (FDIC) assisted acquisitions, made significant advancement in its strategic operating markets with the addition of 36 banking centers and over $3.8 billion in assets from the acquisitions of the banking operations of Peoples Community Bank, Irwin Union Bank and Trust Company and Irwin Union Bank, F.S.B.

§ Purchase accounting contributed approximately $241.0 million of capital, created through the recognition of a bargain purchase gain on acquisition

§ Tangible book value per common share increased by 58.5%, without dilution to shareholders, to $10.48 from $6.61 at June 30, 2009, with a tangible common equity ratio of 7.48% and a total risk-based capital ratio of 17.46%

§ Increased allowance for loan and lease losses to 1.94% from 1.34%, excluding loans covered by FDIC loss share agreements

Cincinnati, Ohio – November 5, 2009 – First Financial Bancorp (Nasdaq: FFBC) today reported third quarter and year-to-date results for the period ended September 30, 2009.

Claude Davis, First Financial Bancorp’s president and chief executive officer, said, “We are very excited about the growth and expansion of the company, particularly the retail banking network in the greater Cincinnati market, the state of Indiana, Louisville, Kentucky and our re-entry into Michigan. The banking centers we acquired complement our existing locations and provide entry into markets where we did not have a presence.

“The financial and capital strength of the company has positioned us to be opportunistic in these difficult times, and we believe that our ability to execute these transactions is evidence of that strength. We expect the capital generated as a result of these acquisitions will support the acquired assets and also support future growth and expansion opportunities.

“First Financial associates, both existing and new, have worked relentlessly to ensure the efficient integration of these banking operations. We are grateful to all of our associates for their hard work and the professional manner in which they helped to execute these transactions. We welcome our new associates to First Financial and look forward to helping them further build their careers with a strong and growing company. We also welcome our new clients. We are very excited to forge long term relationships with them and the communities where they live and work.

“Our organic growth strategy also remains on track. Construction is nearly complete on banking centers in St. Marys, Ohio and Edgewood, Kentucky,” added Mr. Davis. “Both locations are expected to open in the fourth quarter and are being built with the company’s new prototype design, which we expect will further enhance access and service to our clients in those markets. First Financial clients now have the convenience of banking at 118 First Financial Bank locations and ATMs within the four state regions of Ohio, Indiana, Kentucky and Michigan.”

-1-

Mr. Davis continued, “Our results this quarter were impacted by higher credit costs resulting from our expectation of loan portfolio stress, primarily within our commercial and commercial construction real estate portfolios. Credit quality and the resolution of problem loans are top priorities and we continue to work closely with clients on resolution strategies for problem credits. However, until we begin to see consistent economic growth over several quarters, including increased consumer spending and lower unemployment rates, we believe that certain credit metrics, including charge-offs and nonperforming assets, may remain at elevated levels.”

EARNINGS & FINANCIAL RESULTS

Third quarter 2009 net income was $226.2 million, net income available to common shareholders was $225.2 million and earnings per diluted common share were $4.38. This compares with net income of $5.7 million and earnings per diluted common share of $0.15 for the third quarter of 2008, and net income of $1.5 million, net income available to common shareholders of $0.5 million and earnings per diluted common share of $0.01 for the second quarter of 2009.

Year-to-date 2009 net income was $233.4 million, net income available to common shareholders was $230.8 million, and earnings per diluted common share were $5.31. This compares with year-to-date 2008 net income of $20.9 million and earnings per diluted common share of $0.56.

Third quarter 2009 results, when compared with the third quarter of 2008, and the second quarter of 2009, were impacted by the following significant items:

§   Gain related to the accounting for a Federal Deposit Insurance Corporation (FDIC) assisted transaction.

­   On September 18, 2009, the company assumed the banking operations of Irwin Union Bank and Trust Company and Irwin Union Bank. F.S.B. (collectively, “Irwin”), which included 27 banking centers. The estimated fair value of assets acquired exceeded the estimated fair value of liabilities assumed, resulting in the recognition of a $241.0 million after-tax gain.

§   On July 31, 2009, the company assumed the banking operations of Peoples Community Bank (Peoples), which included 19 banking centers. The estimated fair value of liabilities assumed exceeded the estimated fair value of assets acquired, resulting in the recognition of goodwill in the amount of approximately $18.7 million.

§   On August 28, 2009, in a separate and unrelated transaction, the company purchased 3 banking centers located in Indiana from Irwin. Associated loans were acquired at par value and there was no premium paid on assumed liabilities.

§   Each transaction is considered a business combination and accounted for under Financial Accounting Standards Board (“FASB”) Codification Topic 805: Business Combinations (“Topic 805”), FASB Codification Topic 820: Fair Value Measurements and FASB Codification Topic 310-30: Loans and Debt Securities Acquired with Deteriorated Credit Quality. All acquired assets and liabilities were recorded at their estimated fair market values as of the date of acquisition, and identifiable intangible assets were recorded at their estimated fair value. These estimated fair market values are considered preliminary, and are subject to change for up to one year after the acquisition date as additional information relative to closing date fair values becomes available.

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§   Increased credit costs, including higher provision expense and elevated net-charge-offs.

­   Increased the provision expense from the second quarter of 2009 by $16.3 million to $26.7 million, or 280% of total net charge-offs, further strengthening the allowance for loan and lease losses (excludes covered assets) to 1.94%.

­   Included in total net charge-offs was a $2.2 million loss on the sale of the entire $34.5 million shared national credit portfolio.

ACQUISITIONS

All references to acquired balances reflect the fair value unless stated otherwise.

During the third quarter of 2009, through FDIC-assisted transactions, First Financial acquired the banking operations of Peoples and Irwin. The company also acquired 3 Indiana banking centers from Irwin in a separate and unrelated transaction. The acquisitions of the Peoples and Irwin franchises significantly expands the First Financial footprint, opens new markets and strengthens the company through the generation of additional capital. Through these three transactions, the company added a total of 49 banking centers, including 39 banking centers within the company’s primary markets.

In connection with the Peoples and Irwin FDIC-assisted transactions, First Financial entered into loss sharing agreements with the FDIC. Under the terms of these agreements the FDIC will reimburse First Financial for losses with respect to certain loans and other real estate owned (OREO) (collectively, “covered assets”), which now represent nearly half of First Financial’s loans, beginning with the first dollar of loss. These agreements provide for loss protection on single-family, residential loans for a period of ten years and First Financial is required to share any recoveries of previously charged-off amounts for the same time period, on the same pro-rata basis with the FDIC. All other loans are provided loss protection for a period of five years and recoveries of previously charged-off loans must be shared with the FDIC for a period of eight years, again on the same pro-rata basis.

First Financial must follow specific servicing and resolution procedures, as outlined in the loss share agreements, in order to receive reimbursement from the FDIC for losses on covered assets. The company has established separate and dedicated teams of legal, finance, credit and technology staff to execute and monitor all activity related to each agreement, including the required periodic reporting to the FDIC. First Financial intends to service all covered assets with the same resolution practices and diligence as it does for the assets that are not subject to a loss share agreement.

An overview of the transactions and their respective loss share agreements are discussed below.

Peoples Community Bank

Including cash received from the FDIC, First Financial acquired $566.0 million in assets, including $336.1 million in loans and other real estate, and assumed $584.7 million in liabilities, including $520.8 million in deposits, recorded at their estimated fair market value.

Covered assets totaling $324.4 million in fair value are subject to a stated loss threshold of $190.0 million whereby the FDIC will reimburse First Financial for 80% of covered asset losses up to $190.0 million, and 95% of losses beyond $190.0 million.

-3-

First Financial holds a purchase option from the FDIC for each of Peoples bank properties and their associated contents. The company’s review of the former Peoples locations is still in progress.

In late October, First Financial successfully completed the technology conversion and operational integration of Peoples. In conjunction with these efforts, two former Peoples banking centers were consolidated into First Financial locations and one First Financial banking center was consolidated into a former Peoples location. In addition, of the approximately 115 associates who were employed at Peoples on the acquisition date, 96 have accepted full-time positions at First Financial. The positions are primarily located within the banking center network.

Irwin

Including cash received from the FDIC, First Financial acquired $3.3 billion in assets, including $1.8 billion in loans, and assumed $2.9 billion in liabilities, including $2.5 billion in deposits, recorded at their estimated fair market value.

The loans were acquired under a modified transaction structure with the FDIC whereby certain non-performing loans, foreclosed real estate, acquisition, development and construction loans, and residential and commercial land loans were excluded from the acquired portfolio. The estimated fair value for loans acquired was based upon the FDIC’s estimated data for excluded loans. The company anticipates the final determination of the excluded loans will be completed in the fourth quarter of 2009.

Covered assets acquired from Irwin Union Bank and Trust Company totaling $1.5 billion in fair value are subject to a stated loss threshold of $526.0 million whereby the FDIC will reimburse First Financial for 80% of covered asset losses up to $526.0 million, and 95% of losses beyond $526.0 million.

Covered assets acquired from Irwin Union Bank, F.S.B. totaling $259.4 million in fair value are subject to a stated loss threshold of $110.0 million whereby the FDIC will reimburse First Financial for 80% of covered asset losses up to $110.0 million, and 95% of losses beyond $110.0 million.

As the estimated fair value of assets acquired exceeded the estimated fair value of liabilities assumed, First Financial recognized an after-tax bargain purchase gain of $241.0 million, as required by FASB Codification Topic 805.

Integration planning is underway for the conversion of Irwin’s technology and operational systems; however, a specific timeline has not yet been established for these conversions.

Irwin Banking Centers

In a separate and unrelated transaction, the company purchased 3 banking centers located in Indiana from Irwin, including $84.6 million in deposits and $41.1 million in performing loans. Assets acquired in this transaction are not subject to a loss share agreement. Loans were acquired at par value and there was no premium paid on assumed liabilities.

-4-

Strategic Decisions

Management has concluded that the markets previously operated by Irwin in the western United States do not align with the long-term strategic plans for the company. Though profitable, each of these markets will pursue an exit strategy whereby the market presidents will work with an institution of their choosing to refer existing client relationships. If a suitable financial institution is not identified, an exit date will be selected for each market and the office will close in compliance with the applicable regulatory requirements. The western offices combined had an estimated $730.1 million in loans and $494.9 million in deposits on the acquisition date, based on the seller’s book value. First Financial will continue to service the loans in these markets in compliance with the terms of the FDIC Purchase and Assumption Agreements.

First Financial also acquired, as part of the Irwin transaction, a franchise finance business. This business is a specialty lender in the quick service and casual dining segments of the restaurant industry. It has been consistently profitable and is led by a seasoned management team with strong underwriting, credit management and loss mitigation experience. There are principal balances of approximately $656.9 million in franchise finance loans outstanding, all of which are covered under a loss share agreement with the FDIC.

This niche business offers First Financial the ability to diversify its earning assets and will be supported as part of the company’s ongoing strategy. The overall portfolio size will be managed to a risk-appropriate level so as not to create an industry concentration.

For additional information on First Financial’s comparable financial results, please refer to the discussions that follow detailing revenue and expense fluctuations.

DETAILS OF RESULTS

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.

-5-

CREDIT QUALITY (excluding covered assets)

The following table presents First Financial’s key credit quality metrics.

Table I	($ in thousands)
	Three Months Ended															Year-to-Date
	September 30, 2009			June 30, 2009			March 31, 2009			December 31, 2008			September 30, 2008			September 30, 2009			September 30, 2008
Total Nonperforming Loans	$	63,608		$	37,790		$	24,892		$	18,185		$	14,038		$	63,608		$	14,038
Total Nonperforming Assets	$	67,909		$	42,956		$	28,405		$	22,213		$	18,648		$	67,909		$	18,648
Nonperforming Assets as a % of:
Period-End Loans, plus OREO		2.36	%		1.48	%		1.04	%		0.83	%		0.70	%		2.36	%		0.70	%
Total Assets		0.94	%		1.14	%		0.75	%		0.60	%		0.53	%		0.94	%		0.53	%
Nonperforming Loans as a % of Total Loans		2.21	%		1.31	%		0.91	%		0.68	%		0.53	%		2.21	%		0.53	%
Provision for Loan & Lease Losses	$	26,655		$	10,358		$	4,259		$	10,475		$	3,219		$	41,272		$	8,935
Allowance for Loan & Lease Losses	$	55,770		$	38,649		$	36,437		$	35,873		$	30,353		$	55,770		$	30,353
Allowance for Loan & Lease Losses as a % of:
Period-End Loans		1.94	%		1.34	%		1.33	%		1.34	%		1.14	%		1.94	%		1.14	%
Nonaccrual Loans		92.2	%		102.8	%		147.6	%		199.5	%		219.5	%		92.2	%		219.5	%
Nonperforming Loans		87.7	%		102.3	%		146.4	%		197.3	%		216.2	%		87.7	%		216.2	%
Total Net Charge-Offs	$	9,534		$	8,146		$	3,695		$	4,955		$	2,446		$	21,375		$	7,639
Annualized Net Charge-Offs as a % of Average
Loans & Leases		1.31	%		1.19	%		0.55	%		0.73	%		0.36	%		1.03	%		0.39	%

The elevated net charge-offs and higher level of nonperforming assets reflects the continued adverse impact of the prolonged economic downturn and its effect on the loan portfolio. The elevated provision expense in the quarter is due largely to the company’s expectation of the risk inherent in the commercial real estate portfolio. While not necessarily credit specific for First Financial, generally the outlook for this sector has continued to deteriorate and is not likely to recover over the next 12 months, according to most industry data. Therefore, the company has increased reserves for this category. Approximately $10.2 million of the $17.1 million net increase to the allowance is due to the company’s estimate of sector risk in the commercial real estate portfolio. Although there have been some signs of economic stabilization and emerging optimism, unemployment rates remain at near-record levels, consumer spending is stagnant, and operating conditions continue to be challenging for many commercial borrowers.

Net Charge-offs

The commercial and commercial real estate construction lending portfolios continued to experience elevated levels of stress during the third quarter of 2009. The quarter’s increase in total net charge-offs compared with last quarter and a year ago was driven primarily by deterioration within these segments. Late in 2008 and continuing into 2009, pressure from the prolonged recession began to adversely impact clients who up until that time, had not been severely affected.

Third quarter 2009 total net charge-offs were $9.5 million, or 131 basis points of average loans and leases, compared with $8.1 million or 119 basis points of average loans and leases in the second quarter of 2009, and $2.4 million or 36 basis points of average loans and leases in the third quarter of 2008. Year-to-date 2009, total net charge-offs were $21.4 million or 103 basis points of average loans and leases, compared with $7.6 million or 39 basis points of average loans and leases year-to-date 2008.

-6-

During the third quarter of 2009, primarily due to a rebound in market values and the desire to eliminate portfolio risk from the shared national credit segment, the entire $34.5 million portfolio of shared national credits was sold, resulting in a net charge-off of $2.2 million or 30 basis points of average loans and leases. Included in this loan sale was a $1.4 million relationship, in bankruptcy, which represented approximately 20% of the loss on the portfolio sale.

Nonperforming Assets

Third quarter 2009 nonperforming loans were $63.6 million compared with $37.8 million in the second quarter of 2009 and $14.0 million in the third quarter of 2008. Both the linked-quarter and year-over-year increases were primarily attributable to continued deterioration within the commercial lending portfolios, specifically, commercial real estate construction. During the quarter, the company placed a single relationship totaling $13.6 million of commercial land development loans on nonaccrual.

Similar to the past several quarters, the higher level of nonperforming loans, which are accounted for under FASB Codification Topic 310-10-35: Subsequent Measurement of Receivables, continues to adversely impact the company’s nonperforming loan coverage ratios. The third quarter 2009 allowance for loan and lease losses as a percent of nonaccrual loans was 92.2% compared with 102.8% in the second quarter of 2009, and 219.5% in the third quarter of 2008, and the allowance for loan and lease losses as a percent of nonperforming loans was 87.7% compared with 102.3% in the second quarter of 2009, and 216.2% in the third quarter of 2008.

Restructured Loans

During the third quarter of 2009, the company restructured approximately $2.9 million of residential mortgage loans for borrowers. The terms of the modifications included a combination of temporary interest rate reductions, term extensions and re-amortizations. These actions did not have a significant financial impact on the company. There can be no assurance these actions will be successful in improving the long-term performance of the borrowers.

Delinquent Loans

Total loans 30 to 89 days past due at September 30, 2009 were $20.8 million, or 0.72% of period end loans, compared with $20.5 million, or 0.71% at June 30, 2009, and $22.3 million, or 0.84% at September 30, 2008. Management closely monitors these trends and ratios and considers the level of delinquent loans consistent with its expectation of the total loan portfolio’s behavior.

Allowance for Loan & Lease Losses

At September 30, 2009, the allowance for loan and lease losses increased to $55.8 million from $38.6 million at June 30, 2009, and $30.4 million at September 30, 2008. The higher reserve reflects the company’s expectation that certain credit metrics may remain volatile and at these historically higher levels over the next several quarters as a result of the current economic conditions, including the high unemployment rates, declining real estate values and expectations for a slow recovery.

Other Real Estate Owned

At September 30, 2009, OREO was $4.3 million, compared with $5.2 million at June 30, 2009, and $4.6 million at September 30, 2008.

For further details on the quarter-over-quarter and year-to-date changes in credit quality, excluding covered assets, please see the attached Credit Quality schedule.

-7-

CAPITAL MANAGEMENT

The Irwin FDIC-assisted transaction, which was accounted for as a business combination with a bargain purchase gain, generated approximately $241.0 million of additional capital. The acquired covered assets and the FDIC Indemnification Asset, which represents the fair value of estimated future payments by the FDIC to First Financial, are both risk-weighted at 20% for regulatory capital requirement purposes.

Associated with the sale of the company’s perpetual preferred securities to the U.S. Treasury under its Capital Purchase Plan (CPP) in December of 2008, the U.S. Treasury received one warrant to purchase 930,233 shares of First Financial common stock at an exercise price of $12.90 per share. As a result of the common equity raised during the second quarter of 2009, the number of common shares eligible for purchase under the warrant agreement was reduced by 50% to 465,116 shares.

At September 30, 2009, total regulatory capital exceeded the “minimum” requirement by $380.5 million, on a consolidated basis.

The following table presents regulatory capital ratios at September 30, 2009.

Table II	FFBC			Regulatory  "well-capitalized" minimum
Leverage Ratio		14.60	%		5	%
Tier 1 Capital Ratio		16.21	%		6	%
Total Risk-Based Capital Ratio		17.46	%		10	%
EOP Tangible Equity /EOP Tangible Assets		8.57	%		N/A
EOP Tangible Common Equity / EOP Tangible Assets		7.48	%		N/A
N/A = not applicable

NET INTEREST INCOME & NET INTEREST MARGIN

Table III	($ in thousands)
	Quarter									Year-to-Date
		3Q-09			2Q-09			3Q-08		September 30, 2009			September 30, 2008
Net Interest Income	$	37,455		$	31,209		$	29,410		$	99,592		$	86,073
Net Interest Margin		3.59	%		3.60	%		3.68	%		3.59	%		3.72	%
Net Interest Margin
(fully tax equivalent)		3.61	%		3.64	%		3.73	%		3.63	%		3.79	%

Third quarter 2009 net interest income increased $8.0 million from the third quarter of 2008 and $6.2 million from the second quarter of 2009. The third quarter 2009 net interest margin declined 9 basis points from the third quarter of 2008 and 1 basis point from the second quarter of 2009. Year-to-date 2009 net interest income increased $13.5 million from 2008’s comparable period, and the net interest margin declined 13 basis points.

-8-

The year-over-year quarter, linked quarter and year-to-date increases in net interest income were due to higher average loan balances largely driven by the purchase of $145.1 million in performing loans from Irwin at the end of the second quarter of 2009 and the Peoples and Irwin FDIC-assisted transactions in the third quarter. This increase was partially offset by the sales of securities at the end of the second quarter and the cash flows from the investment portfolio that were not reinvested into securities.

The year-over-year quarter, linked quarter and year-to-date net interest margin declines were primarily related to the impact from the cash received from the FDIC-assisted transactions in the third quarter. These funds, held at the Federal Reserve, earn a federal funds rate and are being utilized to fund anticipated runoff from deposit repricing. This impacted the net interest margin by 11 basis points in the third quarter of 2009. The year-to-date net interest margin declines were also impacted by the lower overall market interest rate environment. The net interest margin, however, continues to benefit from the growth in average total loans and the continued mix shifts in the loan portfolio from consumer to commercial and in the deposit portfolio from time to transaction deposits.

For further details on the quarter-over-quarter and year-to-date changes in the net interest margin, please see the attached Net Interest Margin Rate / Volume Analysis.

NONINTEREST INCOME

The following table presents a summary of items impacting noninterest income.

Table IV	($ in thousands)
	Quarter							Year-to-Date
		3Q-09		2Q-09		3Q-08		September 30, 2009		September 30, 2008
Gain (Loss) on FHLMC shares	$	154	$	112	$	(3,400	)	$	277	$	(3,601	)
Gain on Acquisition		383,330		-		-			383,330		-
Gain on Sale of Property & Casualty Portion of Insurance Business		-		-		-			574		-
Gain on Sales of Investment Securities (CPP 2Q-09; VISA 1Q-08)		-		3,349		-			3,349		1,585
Impact to Noninterest Income	$	383,484	$	3,461	$	(3,400	)	$	387,530	$	(2,016	)

Third quarter 2009 noninterest income was $394.9 million, an increase of $384.4 million from the third quarter of 2008, and an increase of $380.8 million from the second quarter of 2009. Excluding the items disclosed in the table, third quarter 2009 noninterest income declined $2.5 million from the third quarter of 2008 and increased $0.8 million from the second quarter of 2009. The year-over-year decline was primarily a result of lower net gains from loan sales, trust and wealth management fees and other noninterest income. The decline in other noninterest income was related to lower revenue from bank-owned life insurance and the sale of the company’s property and casualty liability portion of the insurance business that was sold in the first quarter of 2009. Market-based revenues such as bank-owned life insurance and trust fees are reflective of the overall market conditions from which these revenues are derived. The linked quarter benefited from increases in service charges on deposit accounts and trust and wealth management fees, but was also negatively impacted by lower net gains from loan sales.

-9-

Year-to-date 2009 noninterest income was $421.0 million, an increase of $381.9 million from $39.1 million in 2008’s comparable period. Excluding the items disclosed in the table, year-to-date 2009 noninterest income declined $7.6 million from 2008’s comparable period. This decline was primarily due to lower service charges on deposit accounts, decreases in bankcard income and lower trust and wealth management fees as well as declines in income from bank-owned life insurance and brokerage income.

Over the past year, most fee income components of noninterest income have been negatively impacted by the declining economic conditions and their impact on consumer spending, while trust and wealth management fees were negatively impacted by volatility in the investment and equity markets. In the second and third quarters of 2009, a number of deposit and consumer-based fee income categories began to show improvement over prior quarters. Third quarter 2009 total service charges on deposit accounts increased $1.1 million from the second quarter of 2009 reflecting higher fee income on the company’s legacy deposit accounts as well as additional income resulting from acquired deposit accounts during the quarter. Bankcard income declined slightly from the second quarter of 2009 but showed improvement from the first quarter of 2009.

The following table presents overdraft/non-sufficient funds fees and trust and wealth management fees.

Table V	($ in thousands)
	Quarter						Year-to-Date
		3Q-09		2Q-09		3Q-08	September 30, 2009		September 30, 2008
Overdraft/Non-Sufficient Fund Fees	$	3,735	$	3,003	$	3,789	$	9,529	$	10,757
Other		1,673		1,286		1,559		4,247		4,149
Total Service Charges on Deposit Accounts	$	5,408	$	4,289	$	5,348	$	13,776	$	14,906
Trust Fees		3,132		2,944		3,811		9,022		11,691
Investment Advisory Fees		207		309		579		859		1,975
Total Trust & Wealth Management Fees	$	3,339	$	3,253	$	4,390	$	9,881	$	13,666

Between June 30, 2008 and March 31, 2009, assets under management by the company’s wealth management division declined by over $470 million from $2.0 billion to $1.6 billion, primarily as a result of equity market declines. A rebound in the equity markets over the past several months have positively impacted market values, and assets under management increased by over $230 million to $1.8 billion at September 30, 2009 from $1.6 billon at March 31, 2009.

NONINTEREST EXPENSE

Core operating expenses were primarily unchanged although there were some higher expenses related to general growth, market expansion and incentive compensation. Acquisition-related costs were primarily comprised of legal, professional, technology and other integration costs. Staffing and occupancy expenses also increased as a result of the additional associates and banking centers that were added during the quarter.

-10-

INCOME TAXES

Income tax expense was $133.7 million and the effective tax rate was 37.1% for the third quarter of 2009, compared with income tax expense of $2.6 million and an effective tax rate of 31.2% for the third quarter of 2008, and income tax expense of $0.7 million and an effective tax rate of 32.6% for the second quarter of 2009. Year-to-date 2009 income tax expense was $137.4 million with an effective tax rate of 37.1% compared with income tax expense of $10.0 million and an effective tax rate of 32.5% for 2008’s comparable period. The increase in the overall tax rate for both the third quarter and year-to-date 2009 was driven by the tax impact from the bargain purchase gain and other changes resulting from the Irwin acquisition.

LOANS (excluding covered loans)

Third Quarter 2009 versus Third Quarter 2008

§   Average total loans increased $179.1 million or 6.6%.

§   Average commercial, commercial real estate and construction loans increased $311.7 million, or 17.2%.

Third Quarter 2009 versus Second Quarter 2009

§   Average total loans increased $148.5 million, or 21.7% on an annualized basis.

§   Average commercial, commercial real estate and construction loans increased $150.1 million, or 30.5% on an annualized basis.

Year-to-Date 2009 versus Year-to-Date 2008

§   Average total loans increased $130.6 million, or 4.9%.

§   Average commercial, commercial real estate and construction loans increased $275.6 million, or 15.9%.

Loan balances include $41.1 million in loans purchased on August 28, 2009 from Irwin, but exclude covered loans acquired under loss share agreements.

INVESTMENTS

Securities available-for-sale at September 30, 2009, totaled $523.4 million, compared with $492.6 million at September 30, 2008, and $528.2 million at June 30, 2009. The total investment portfolio represented 8.7% and 15.2% of total assets at September 30, 2009 and 2008, respectively, and 14.8% of total assets at June 30, 2009.

At September 30, 2009, the company held 71.8% of its available-for-sale securities in residential mortgage-related investments, substantially all of which are held in highly-rated, agency-backed pass-through instruments, including collateralized mortgage obligations (CMOs). All CMOs held by the company are AAA rated by Standard & Poor’s Corporation or similar rating agencies. First Financial does not own any interest-only, principal-only, or other high-risk securities.

The company has recorded, as a component of equity in accumulated other comprehensive income, an unrealized after-tax gain on the investment portfolio of approximately $12.5 million at September 30, 2009, compared with an unrealized after-tax gain of $0.5 million at September 30, 2008, and an unrealized after-tax gain of $7.5 million at June 30, 2009.

-11-

The following table presents a summary of the total investment portfolio at September 30, 2009.

Table VI

($ in thousands, excluding book price and market value)

	% of			Book		Book		Book		September 30, 2009		Pre-Tax
	Total			Value		Yield		Price		Market Value		Gain/(Loss)
UST Notes & Agencies		8.7	%	$	54,502		4.65		99.76		101.92	$	1,160
CMOs (Agency)		9.9	%		62,342		4.62		100.47		104.30		2,294
CMOs (Private)		0.0	%		68		1.12		100.00		97.97		(1	)
MBSs (Agency)		61.8	%		389,469		4.64		100.94		104.92		14,753
Agency Preferred		0.1	%		338		-		1.69		1.69		-
Subtotal		80.5	%	$	506,719		4.64		100.69		103.46	$	18,206

Municipal	4.1	%	$	25,512	7.15	99.01	101.43	$	616
Other *	15.4	%		97,083	3.70	101.50	101.91		388
Subtotal	19.5	%	$	122,595	4.42	100.98	101.81	$	1,004
Total Investment Portfolio	100.0	%	$	629,314	4.60	100.75	103.17	$	19,210

Net Unrealized Gain/(Loss)	$	19,210
Aggregate Gains	$	19,488
Aggregate Losses	$	(278	)
Net Unrealized Gain/(Loss) % of Book Value		3.05	%

* Other includes $88 million of regulatory stock

First Financial has not purchased any securities in the investment portfolio since the first quarter of 2009 due to higher pricing on bonds, which has persisted since the beginning of the year. The increase in portfolio balances during the third quarter of 2009 was the result of acquired securities from the Peoples and Irwin transactions. All securities acquired through these FDIC-assisted transactions are conforming investments as outlined in First Financial’s investment policy.

The acquired Peoples and Irwin investment securities, excluding regulatory stock, were acquired from the FDIC at their fair market values as of the date of the acquisitions.

The following table presents the quarterly progression of the investment portfolio incorporating these acquisitions.

Table VII				Change
($ in thousands)	06/30/09										09/30/09
	Beginning							Maturities/			Ending
	Book Value			Peoples		Irwin		Additions			Book Value
UST Notes & Agencies	$	41,145		$	-	$	13,609	$	(252	)	$	54,502
CMOs (Agency)		65,879			-		-		(3,537	)		62,342
CMOs (Private)		77			-		-		(9	)		68
MBSs (Agency)		391,667			21,465		1,330		(24,994	)		389,468
Agency Preferred		184			-		-		154			338
Subtotal	$	498,952		$	21,465	$	14,939	$	(28,638	)	$	506,718
Municipals	$	30,085		$	349	$	627	$	(5,549	)	$	25,512
Other *		31,839			15,867		50,021		(643	)		97,084
Subtotal	$	61,924		$	16,216	$	50,648	$	(6,192	)	$	122,596
Total Investment Portfolio	$	560,876		$	37,681	$	65,587	$	(34,830	)	$	629,314
* Includes Regulatory Stock
Net Unrealized Gain/(Loss)	$	12,108									$	19,210
Aggregate Gains	$	13,072									$	19,488
Aggregate Losses	$	(964	)								$	(278	)
Net Unrealized Gain/(Loss) % of Book Value		2.16	%									3.05	%

-12-

DEPOSITS & FUNDING

Deposits balances were elevated by the $3.0 billion in deposits assumed as part of the Peoples and Irwin transactions, and by $84.6 million in deposits assumed on August 28, 2009 directly from Irwin.

The table below presents the progression of deposits, including the deposits acquired, during the third quarter of 2009.

Table VIII	Deposits, including Acquired Deposits
($ in thousands)	First Financial							First Financial
	at		Acquired		Organic			at
	06/30/09		Deposits		Growth			09/30/09
End of Period
Transaction & Savings Deposits	$	1,680,446	$	1,401,965	$	50,181		$	3,132,592
Time Deposits		1,032,890		950,945		44,677			2,028,512
Broker Deposits		78,509		601,332		(4,961	)		674,880
Total	$	2,791,845	$	2,954,242	$	89,897		$	5,835,984

As permitted by the FDIC, First Financial had the option to reprice the acquired deposit portfolios to current market rates within seven days of the acquisition dates. In addition, depositors had the option to withdraw funds without penalty. The company chose to reprice approximately $1.0 billion in deposits. The repriced deposits were comprised of all assumed brokered deposits, all time deposits from Peoples, as well as related time deposits of Irwin Union Bank, F.S.B. First Financial received approximately $948.3 million from the FDIC associated with the transactions and believes that this provides sufficient liquidity to fund the potential at-risk deposit outflows. Through the end of October, 2009, approximately 36% of the repriced deposit accounts were redeemed without penalty.

First Financial assumed additional Federal Home Loan Bank debt in the Peoples and Irwin acquisitions. Approximately $83.7 million in short-term advances from Irwin matured prior to the end of the third quarter of 2009.

The table below presents the quarterly progression of First Financial’s borrowed funds position.

Table IX
($ in thousands)		Change
	06/30/09	07/31/09	09/18/09	3Q-09	09/30/09
	Beginning	Peoples	Irwin	Maturities/	Ending
Borrowed Funds	Balance	Additions	Additions	Additions	Balance

Short Term Borrowings:
Federal Funds Purchased and Securities Sold Under Agreements to Repurchase		206,777		-		-		(171,014	)		35,763
Federal Home Loan Bank Advances		125,000		-		138,700		(198,700	)		65,000
Other		25,000		-		-		(25,000	)		-
Total Short Term Borrowings	$	356,777	$	-	$	138,700	$	(394,714	)	$	100,763
Long Term Borrowings:
Federal Home Loan Bank Advances	$	70,908	$	63,477	$	216,304	$	(5,334	)		345,356
Securities Sold Under Agreements to Repurchase		65,000		-		-		-			65,000
Other		20,620		-		-		-			20,620
Total Long Term Borrowings	$	156,528	$	63,477	$	216,304	$	(5,334	)	$	430,976
Total Short & Long Term Borrowings	$	513,305	$	63,477	$	355,004	$	(400,048	)	$	531,739

At September 30, 2009, First Financial had unused and available overnight wholesale funding of approximately $2.5 billion.

-13-

Conference Call & Webcast

As previously announced, a conference call and webcast to discuss First Financial’s third quarter 2009 financial results will be held on Friday, November 6, 2009, at 9:00 a.m. ET with Claude E. Davis, president and chief executive officer, and J. Franklin Hall, executive vice president and chief financial officer. To access the conference call, dial 800-860-2442 (passcode not required). The webcast will be available at First Financial’s website (www.bankatfirst.com/Investor). Participants should join the live conference call and webcast 5 to 10 minutes before its scheduled start. A replay of the call and webcast will be available approximately one hour after the live call has ended. To access the replay, dial 877-344-7529 (passcode 435439).

Forward-Looking Statements

This news release should be read in conjunction with the consolidated financial statements, notes and tables in First Financial Bancorp’s most recent Annual Report on Form 10-K for the year ended December 31, 2008. Management’s analysis contains forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. However, such performance involves risk 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 First Financial conducts operations 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 First Financial’s loan portfolio, allowance for loan and lease losses and overall financial purpose; 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 First Financial, its 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 participation in the Temporary Liquidity Guarantee Program or from increased payments from FDIC insurance funds as a result of depository institution failures; the effects of and changes in policies and laws of regulatory agencies, inflation, and interest rates; technology changes; mergers and acquisitions, including costs or difficulties related to the integration of acquired companies; 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 for revenue loss following completed acquisitions may be greater than expected; the effect of changes in accounting policies and practices; adverse changes in the securities and debt markets; First Financial’s 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; the cost and effects of litigation and of unexpected or adverse outcomes in such litigation; uncertainties arising from First Financial’s participation in the TARP, including impacts on employee recruitment and retention and other business practices, and uncertainties concerning the potential redemption of the U.S. Treasury’s preferred stock investment under the program, including the timing of, regulatory approvals for, and conditions placed upon, any such redemption; and First Financial’s success at managing the risks involved in the foregoing. For further discussion of certain factors that may cause such forward-looking statements to differ materially from actual results, refer to the 2008 Form 10-K and other public documents filed with the Securities and Exchange Commission (SEC), as well as the most recent Form 10-Q filing for the quarter ended June 30, 2009.  These documents are available at no cost within the investor relations section of First Financial’s website at www.bankatfirst.com/Investorand on the SEC's website at www.sec.gov. Additional information will also be set forth in our quarterly report on Form 10-Q for the quarter ended September 30, 2009, which is due to be filed with the SEC no later than November 9, 2009.

About First Financial Bancorp

First Financial Bancorp is a Cincinnati, Ohio based bank holding company. At September 30, 2009, the company had $7.3 billion in assets, including $4.9 billion in total loans and $5.8 billion in deposits. Its banking subsidiary, First Financial Bank, N.A., founded in 1863, provides consumer and commercial banking products and services, and investment and insurance products through its retail banking center network. Currently First Financial Bank, N.A. operates 128 banking centers. Its strategic operating markets are located within the four state regions of Ohio, Indiana, Kentucky and Michigan where it operates 118 banking centers.   The bank’s wealth management division, First Financial Wealth Resource Group, provides investment management, traditional trust, brokerage, private banking, and insurance services, and had approximately $2.0 billion in assets under management at September 30, 2009. Additional information about the company, including its products, services, and banking locations, is available at www.bankatfirst.com/investor.

Additional Information

Investors/Analysts Patti Forsythe Vice President, Investor Relations 513-979-5837 patti.forsythe@bankatfirst.com Media Cheryl Lipp First Vice President, Marketing Director 513-979-5797 cheryl.lipp@bankatfirst.com

-14-

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,
	2009			2009			2009			2008			2008			2009			2008
RESULTS OF OPERATIONS
Net interest income	$	37,455		$	31,209		$	30,928		$	30,129		$	29,410		$	99,592		$	86,073
Net income	$	226,187		$	1,450		$	5,735		$	2,084		$	5,732		$	233,372		$	20,878
Net income available to common shareholders	$	225,187		$	450		$	5,157		$	2,084		$	5,732		$	230,794		$	20,878
Net earnings per common share - basic	$	4.41		$	0.01		$	0.14		$	0.06		$	0.15		$	5.37		$	0.56
Net earnings per common share - diluted	$	4.38		$	0.01		$	0.14		$	0.06		$	0.15		$	5.31		$	0.56
Dividends declared per common share	$	0.10		$	0.10		$	0.10		$	0.17		$	0.17		$	0.30		$	0.51
KEY FINANCIAL RATIOS
Return on average assets		19.96	%		0.15	%		0.62	%		0.23	%		0.66	%		7.76	%		0.83	%
Return on average shareholders' equity		195.16	%		1.53	%		6.63	%		2.89	%		8.24	%		78.54	%		10.05	%
Return on average common shareholders' equity		234.13	%		0.60	%		7.67	%		2.97	%		8.24	%		96.69	%		10.05	%
Return on average tangible common shareholders' equity		272.75	%		0.66	%		8.57	%		3.32	%		9.21	%		116.40	%		11.23	%
Net interest margin		3.59	%		3.60	%		3.61	%		3.67	%		3.68	%		3.59	%		3.72	%
Net interest margin (fully tax equivalent) (1)		3.61	%		3.64	%		3.65	%		3.71	%		3.73	%		3.63	%		3.79	%
Ending equity as a percent of ending assets		9.25	%		11.81	%		9.29	%		9.42	%		7.89	%		9.25	%		7.89	%
Ending common equity as a percent of ending assets		8.17	%		9.74	%		7.24	%		7.31	%		7.89	%		8.17	%		7.89	%
Ending tangible common equity as a percent of:
Ending tangible assets		7.48	%		9.06	%		6.54	%		6.57	%		7.13	%		7.48	%		7.13	%
Risk-weighted assets		13.41	%		11.05	%		8.38	%		8.37	%		8.86	%		13.41	%		8.86	%
Average equity as a percent of average assets		10.23	%		10.04	%		9.29	%		8.04	%		7.96	%		9.88	%		8.21	%
Average common equity as a percent of average assets		8.49	%		7.98	%		7.22	%		7.82	%		7.96	%		7.93	%		8.21	%
Average tangible common equity as a percent of average tangible assets		7.37	%		7.27	%		6.51	%		7.05	%		7.18	%		6.68	%		7.41	%
Book value per common share	$	11.53		$	7.16		$	7.36		$	7.21		$	7.40		$	11.53		$	7.40
Tangible book value per common share	$	10.48		$	6.61		$	6.59		$	6.43		$	6.62		$	10.48		$	6.62
Tier 1 Ratio (2)		16.21	%		14.77	%		12.16	%		12.38	%		9.80	%		16.21	%		9.80	%
Total Capital Ratio (2)		17.46	%		16.02	%		13.39	%		13.62	%		10.89	%		17.46	%		10.89	%
Leverage Ratio (2)		14.60	%		12.02	%		9.51	%		10.00	%		7.95	%		14.60	%		7.95	%
AVERAGE BALANCE SHEET ITEMS
Loans (3)	$	2,889,234		$	2,744,063		$	2,717,097		$	2,690,895		$	2,709,629		$	2,784,095		$	2,651,692
Covered loans and FDIC indemnification asset		540,742			0			0			0			0			184,824			0
Investment securities		578,243			731,119			758,257			574,893			467,524			688,547			411,967
Other earning assets		136,210			8,614			7,291			1,737			3,137			51,177			24,266
Total earning assets	$	4,144,429		$	3,483,796		$	3,482,645		$	3,267,525		$	3,180,290		$	3,708,643		$	3,087,925
Total assets	$	4,496,327		$	3,784,458		$	3,777,510		$	3,566,051		$	3,476,648		$	4,022,064		$	3,379,343
Noninterest-bearing deposits	$	543,320		$	425,330		$	416,206		$	412,644		$	402,604		$	462,084		$	392,104
Interest-bearing deposits		3,065,377			2,408,054			2,405,700			2,367,121			2,380,037			2,628,793			2,411,221
Total deposits	$	3,608,697		$	2,833,384		$	2,821,906		$	2,779,765		$	2,782,641		$	3,090,877		$	2,803,325
Borrowings	$	377,406		$	542,578		$	566,808		$	474,655		$	394,708		$	494,903		$	270,128
Shareholders' equity	$	459,809		$	379,944		$	350,857		$	286,582		$	276,594		$	397,269		$	277,401
CREDIT QUALITY RATIOS (excluding covered assets)
Allowance to ending loans		1.94	%		1.34	%		1.33	%		1.34	%		1.14	%		1.94	%		1.14	%
Allowance to nonaccrual loans		92.17	%		102.81	%		147.57	%		199.51	%		219.47	%		92.17	%		219.47	%
Allowance to nonperforming loans		87.68	%		102.27	%		146.38	%		197.27	%		216.22	%		87.68	%		216.22	%
Nonperforming loans to total loans		2.21	%		1.31	%		0.91	%		0.68	%		0.53	%		2.21	%		0.53	%
Nonperforming assets to ending loans, plus OREO		2.36	%		1.48	%		1.04	%		0.83	%		0.70	%		2.36	%		0.70	%
Nonperforming assets to total assets		0.94	%		1.14	%		0.75	%		0.60	%		0.53	%		0.94	%		0.53	%
Net charge-offs to average loans (annualized)		1.31	%		1.19	%		0.55	%		0.73	%		0.36	%		1.03	%		0.39	%

(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, 2009 regulatory capital ratios are preliminary.

(3) Includes loans held for sale.

-15-

FIRST FINANCIAL BANCORP.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands)

(Unaudited)

	Three months ended,									Nine months ended,
	Sep. 30,									Sep. 30,
	2009			2008			% Change			2009			2008			% Change
Interest income
Loans, including fees	$	44,913		$	39,754			13.0	%	$	112,548		$	122,121			(7.8	)%
Investment securities
Taxable		6,241			5,349			16.7	%		22,954			13,257			73.1	%
Tax-exempt		352			631			(44.2	)%		1,172			2,214			(47.1	)%
Total investment securities interest		6,593			5,980			10.3	%		24,126			15,471			55.9	%
Federal funds sold		0			22			(100.0	)%		0			627			(100.0	)%
Total interest income		51,506			45,756			12.6	%		136,674			138,219			(1.1	)%
Interest expense
Deposits		11,490			13,608			(15.6	)%		30,373			45,982			(33.9	)%
Short-term borrowings		261			1,720			(84.8	)%		1,295			3,642			(64.4	)%
Long-term borrowings		1,977			707			179.6	%		4,534			1,497			202.9	%
Subordinated debentures and capital securities		323			311			3.9	%		880			1,025			(14.1	)%
Total interest expense		14,051			16,346			(14.0	)%		37,082			52,146			(28.9	)%
Net interest income		37,455			29,410			27.4	%		99,592			86,073			15.7	%
Provision for loan and lease losses		26,655			3,219			728.1	%		41,272			8,935			361.9	%
Net interest income after provision for loan and lease losses		10,800			26,191			(58.8	)%		58,320			77,138			(24.4	)%
Noninterest income
Service charges on deposit accounts		5,408			5,348			1.1	%		13,776			14,906			(7.6	)%
Trust and wealth management fees		3,339			4,390			(23.9	)%		9,881			13,666			(27.7	)%
Bankcard income		1,379			1,405			(1.9	)%		4,092			4,196			(2.5	)%
Net gains from sales of loans		63			376			(83.2	)%		855			783			9.2	%
Gains on sales of investment securities		0			0			N/M			3,349			1,585			111.3	%
Gain on acquisition		383,330			0			N/M			383,330			0			N/M
Income (loss) on preferred securities		154			(3,400	)		(104.5	)%		277			(3,601	)		(107.7	)%
Other		1,213			2,359			(48.6	)%		5,456			7,566			(27.9	)%
Total noninterest income		394,886			10,478			3668.7	%		421,016			39,101			976.7	%
Noninterest expenses
Salaries and employee benefits		22,051			16,879			30.6	%		55,927			49,847			12.2	%
Net occupancy		3,442			2,538			35.6	%		8,912			8,000			11.4	%
Furniture and equipment		1,874			1,690			10.9	%		5,527			4,960			11.4	%
Data processing		973			791			23.0	%		2,585			2,398			7.8	%
Marketing		871			622			40.0	%		2,211			1,613			37.1	%
Communication		737			601			22.6	%		2,077			2,155			(3.6	)%
Professional services		1,220			729			67.4	%		3,427			2,551			34.3	%
State intangible tax		628			697			(9.9	)%		1,944			2,071			(6.1	)%
FDIC expense		1,612			115			1301.7	%		5,318			363			1365.0	%
Other		12,409			3,678			237.4	%		20,619			11,371			81.3	%
Total noninterest expenses		45,817			28,340			61.7	%		108,547			85,329			27.2	%
Income before income taxes		359,869			8,329			4220.7	%		370,789			30,910			1099.6	%
Income tax expense		133,682			2,597			5047.6	%		137,417			10,032			1269.8	%
Net income		226,187			5,732			3846.0	%		233,372			20,878			1017.8	%
Dividends on preferred stock		1,000			0			N/M			2,578			0			N/M
Income available to common shareholders	$	225,187		$	5,732			3828.6	%	$	230,794		$	20,878			1005.4	%
ADDITIONAL DATA
Net earnings per common share - basic	$	4.41		$	0.15					$	5.37		$	0.56
Net earnings per common share - diluted	$	4.38		$	0.15					$	5.31		$	0.56
Dividends declared per common share	$	0.10		$	0.17					$	0.30		$	0.51
Return on average assets		19.96	%		0.66	%					7.76	%		0.83	%
Return on average shareholders' equity		195.16	%		8.24	%					78.54	%		10.05	%
Interest income	$	51,506		$	45,756			12.6	%	$	136,674		$	138,219			(1.1	)%
Tax equivalent adjustment		300			424			(29.2	)%		970			1,448			(33.0	)%
Interest income - tax equivalent		51,806			46,180			12.2	%		137,644			139,667			(1.4	)%
Interest expense		14,051			16,346			(14.0	)%		37,082			52,146			(28.9	)%
Net interest income - tax equivalent	$	37,755		$	29,834			26.6	%	$	100,562		$	87,521			14.9	%
Net interest margin		3.59	%		3.68	%					3.59	%		3.72	%
Net interest margin (fully tax equivalent) (1)		3.61	%		3.73	%					3.63	%		3.79	%
Full-time equivalent employees (2)		1,150			1,052

(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.

-16-

FIRST FINANCIAL BANCORP.

CONSOLIDATED QUARTERLY STATEMENTS OF INCOME

(Dollars in thousands)

(Unaudited)

	2009
	Third			Second			First						% Change
	Quarter			Quarter			Quarter			Year-to-date			Linked Qtr.
Interest income
Loans, including fees	$	44,913		$	33,978		$	33,657		$	112,548			32.2	%
Investment securities
Taxable		6,241			8,023			8,690			22,954			(22.2	)%
Tax-exempt		352			386			434			1,172			(8.8	)%
Total investment securities interest		6,593			8,409			9,124			24,126			(21.6	)%
Federal funds sold		0			0			0			0			N/M
Total interest income		51,506			42,387			42,781			136,674			21.5	%
Interest expense
Deposits		11,490			9,080			9,803			30,373			26.5	%
Short-term borrowings		261			527			507			1,295			(50.5	)%
Long-term borrowings		1,977			1,251			1,306			4,534			58.0	%
Subordinated debentures and capital securities		323			320			237			880			0.9	%
Total interest expense		14,051			11,178			11,853			37,082			25.7	%
Net interest income		37,455			31,209			30,928			99,592			20.0	%
Provision for loan and lease losses		26,655			10,358			4,259			41,272			157.3	%
Net interest income after provision for loan and lease losses		10,800			20,851			26,669			58,320			(48.2	)%
Noninterest income
Service charges on deposit accounts		5,408			4,289			4,079			13,776			26.1	%
Trust and wealth management fees		3,339			3,253			3,289			9,881			2.6	%
Bankcard income		1,379			1,422			1,291			4,092			(3.0	)%
Net gains from sales of loans		63			408			384			855			(84.6	)%
Gains on sales of investment securities		0			3,349			0			3,349			(100.0	)%
Gain on acquisition		383,330			0			0			383,330			N/M
Income on preferred securities		154			112			11			277			37.5	%
Other		1,213			1,264			2,979			5,456			(4.0	)%
Total noninterest income		394,886			14,097			12,033			421,016			2701.2	%
Noninterest expenses
Salaries and employee benefits		22,051			16,223			17,653			55,927			35.9	%
Net occupancy		3,442			2,653			2,817			8,912			29.7	%
Furniture and equipment		1,874			1,851			1,802			5,527			1.2	%
Data processing		973			794			818			2,585			22.5	%
Marketing		871			700			640			2,211			24.4	%
Communication		737			669			671			2,077			10.2	%
Professional services		1,220			1,254			953			3,427			(2.7	)%
State intangible tax		628			648			668			1,944			(3.1	)%
FDIC expense		1,612			3,424			282			5,318			(52.9	)%
Other		12,409			4,580			3,630			20,619			170.9	%
Total noninterest expenses		45,817			32,796			29,934			108,547			39.7	%
Income before income taxes		359,869			2,152			8,768			370,789			16622.5	%
Income tax expense		133,682			702			3,033			137,417			18943.0	%
Net income		226,187			1,450			5,735			233,372			15499.1	%
Dividends on preferred stock	$	1,000			1,000			578			2,578			0.0	%
Income available to common shareholders	$	225,187		$	450		$	5,157		$	230,794			49941.6	%
ADDITIONAL DATA
Net earnings per common share - basic	$	4.41		$	0.01		$	0.14		$	5.37
Net earnings per common share - diluted	$	4.38		$	0.01		$	0.14		$	5.31
Dividends declared per common share	$	0.10		$	0.10		$	0.10		$	0.30
Return on average assets		19.96	%		0.15	%		0.62	%		7.76	%
Return on average shareholders' equity		195.16	%		1.53	%		6.63	%		78.54	%
Interest income	$	51,506		$	42,387		$	42,781		$	136,674			21.5	%
Tax equivalent adjustment		300			307			363			970			(2.3	)%
Interest income - tax equivalent		51,806			42,694			43,144			137,644			21.3	%
Interest expense		14,051			11,178			11,853			37,082			25.7	%
Net interest income - tax equivalent	$	37,755		$	31,516		$	31,291		$	100,562			19.8	%
Net interest margin		3.59	%		3.60	%		3.61	%		3.59	%
Net interest margin (fully tax equivalent) (1)		3.61	%		3.64	%		3.65	%		3.63	%
Full-time equivalent employees (2)		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.

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

N/M = Not meaningful.

-17-

FIRST FINANCIAL BANCORP.

CONSOLIDATED QUARTERLY STATEMENTS OF INCOME

(Dollars in thousands)

(Unaudited)

	2008
	Fourth			Third			Second			First			Full
	Quarter			Quarter			Quarter			Quarter			Year
Interest income
Loans, including fees	$	37,864		$	39,754		$	39,646		$	42,721		$	159,985
Investment securities
Taxable		6,697			5,349			4,387			3,521			19,954
Tax-exempt		519			631			792			791			2,733
Total investment securities interest		7,216			5,980			5,179			4,312			22,687
Federal funds sold		6			22			40			565			633
Total interest income		45,086			45,756			44,865			47,598			183,305
Interest expense
Deposits		12,015			13,608			14,635			17,739			57,997
Short-term borrowings		1,186			1,720			1,130			792			4,828
Long-term borrowings		1,395			707			384			406			2,892
Subordinated debentures and capital securities		361			311			302			412			1,386
Total interest expense		14,957			16,346			16,451			19,349			67,103
Net interest income		30,129			29,410			28,414			28,249			116,202
Provision for loan and lease losses		10,475			3,219			2,493			3,223			19,410
Net interest income after provision for loan and lease losses		19,654			26,191			25,921			25,026			96,792
Noninterest income
Service charges on deposit accounts		4,752			5,348			4,951			4,607			19,658
Trust and wealth management fees		3,745			4,390			4,654			4,622			17,411
Bankcard income		1,457			1,405			1,493			1,298			5,653
Net gains from sales of loans		321			376			188			219			1,104
Gains on sales of investment securities		0			0			0			1,585			1,585
Income (loss) on preferred securities		(137	)		(3,400	)		(221	)		20			(3,738	)
Other		2,510			2,359			2,683			2,524			10,076
Total noninterest income		12,648			10,478			13,748			14,875			51,749
Noninterest expenses
Salaries and employee benefits		17,015			16,879			15,895			17,073			66,862
Net occupancy		2,635			2,538			2,510			2,952			10,635
Furniture and equipment		1,748			1,690			1,617			1,653			6,708
Data processing		840			791			814			793			3,238
Marketing		935			622			474			517			2,548
Communication		704			601			749			805			2,859
Professional services		912			729			1,061			761			3,463
State intangible tax		435			697			688			686			2,506
FDIC expense		158			115			121			127			521
Other		4,465			3,678			4,040			3,653			15,836
Total noninterest expenses		29,847			28,340			27,969			29,020			115,176
Income before income taxes		2,455			8,329			11,700			10,881			33,365
Income tax expense		371			2,597			3,892			3,543			10,403
Net income		2,084			5,732			7,808			7,338			22,962
Dividends on preferred stock		0			0			0			0			0
Net income available to common shareholders	$	2,084		$	5,732		$	7,808		$	7,338		$	22,962
ADDITIONAL DATA
Net earnings per common share - basic	$	0.06		$	0.15		$	0.21		$	0.20		$	0.62
Net earnings per common share - diluted	$	0.06		$	0.15		$	0.21		$	0.20		$	0.61
Dividends declared per common share	$	0.17		$	0.17		$	0.17		$	0.17		$	0.68
Return on average assets		0.23	%		0.66	%		0.93	%		0.89	%		0.67	%
Return on average shareholders' equity		2.89	%		8.24	%		11.26	%		10.66	%		8.21	%
Interest income	$	45,086		$	45,756		$	44,865		$	47,598		$	183,305
Tax equivalent adjustment		360			424			510			514			1,808
Interest income - tax equivalent		45,446			46,180			45,375			48,112			185,113
Interest expense		14,957			16,346			16,451			19,349			67,103
Net interest income - tax equivalent	$	30,489		$	29,834		$	28,924		$	28,763		$	118,010
Net interest margin		3.67	%		3.68	%		3.72	%		3.78	%		3.71	%
Net interest margin (fully tax equivalent) (1)		3.71	%		3.73	%		3.78	%		3.85	%		3.77	%
Full-time equivalent employees		1,061			1,052			1,058			1,056

(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.

-18-

FIRST FINANCIAL BANCORP.

CONSOLIDATED STATEMENTS OF CONDITION

(Dollars in thousands)

(Unaudited)

	Sep. 30,			Jun. 30,			Mar. 31,			Dec. 31,			Sep. 30,			% Change			% Change
	2009			2009			2009			2008			2008			Linked Qtr.			Comparable Qtr.
ASSETS
Cash and due from banks	$	243,924		$	74,347		$	72,508		$	100,935		$	90,341			228.1	%		170.0	%
Federal funds sold		728,853			6,591			7,055			0			0			10958.3	%		N/M
Investment securities trading		338			184			72			61			198			83.7	%		70.7	%
Investment securities available-for-sale		523,355			528,179			732,868			659,756			492,554			(0.9	)%		6.3	%
Investment securities held-to-maturity		17,928			4,536			4,701			4,966			5,037			295.2	%		255.9	%
Other investments		87,693			27,976			27,976			27,976			34,976			213.5	%		150.7	%
Loans held for sale		2,729			6,193			6,342			3,854			2,437			(55.9	)%		12.0	%
Loans
Commercial		818,953			876,730			850,111			807,720			819,430			(6.6	)%		(0.1	)%
Real estate - construction		245,535			266,452			251,115			232,989			203,809			(7.9	)%		20.5	%
Real estate - commercial		1,039,599			988,901			859,303			846,673			814,578			5.1	%		27.6	%
Real estate - residential		331,678			337,704			360,013			383,599			424,902			(1.8	)%		(21.9	)%
Installment		87,387			88,370			91,767			98,581			106,456			(1.1	)%		(17.9	)%
Home equity		327,779			307,749			298,000			286,110			276,943			6.5	%		18.4	%
Credit card		27,713			27,023			26,191			27,538			27,047			2.6	%		2.5	%
Lease financing		18			25			45			50			92			(28.0	)%		(80.4	)%
Total loans, exluding covered loans		2,878,662			2,892,954			2,736,545			2,683,260			2,673,257			(0.5	)%		7.7	%
Covered loans		2,056,156			0			0			0			0			N/M			N/M
Total loans		4,934,818			2,892,954			2,736,545			2,683,260			2,673,257			70.6	%		84.6	%
Less
Allowance for loan and lease losses		55,770			38,649			36,437			35,873			30,353			44.3	%		83.7	%
Net loans		4,879,048			2,854,305			2,700,108			2,647,387			2,642,904			70.9	%		84.6	%
Premises and equipment		105,707			86,216			85,385			84,105			81,989			22.6	%		28.9	%
Goodwill		46,931			28,261			28,261			28,261			28,261			66.1	%		66.1	%
Other intangibles		7,105			465			500			1,002			872			1428.0	%		714.8	%
OREO covered by loss share		12,022			0			0			0			0			N/M			N/M
FDIC indemnification asset		316,860			0			0			0			0			N/M			N/M
Accrued interest and other assets		287,409			166,100			143,420			140,839			132,107			73.0	%		117.6	%
Total Assets	$	7,259,902		$	3,783,353		$	3,809,196		$	3,699,142		$	3,511,676			91.9	%		106.7	%
LIABILITIES
Deposits
Interest-bearing	$	1,364,556		$	599,365		$	622,263		$	636,945		$	580,417			127.7	%		135.1	%
Savings		965,750			657,300			705,229			583,081			608,438			46.9	%		58.7	%
Time		2,703,392			1,111,399			1,137,398			1,150,208			1,118,511			143.2	%		141.7	%
Total interest-bearing deposits		5,033,698			2,368,064			2,464,890			2,370,234			2,307,366			112.6	%		118.2	%
Noninterest-bearing		802,286			423,781			427,068			413,283			404,315			89.3	%		98.4	%
Total deposits		5,835,984			2,791,845			2,891,958			2,783,517			2,711,681			109.0	%		115.2	%
Short-term borrowings
Federal funds purchased and securities sold under agreements to repurchase		35,763			206,777			162,549			147,533			45,495			(82.7	)%		(21.4	)%
Federal Home Loan Bank		65,000			125,000			160,000			150,000			215,000			(48.0	)%		(69.8	)%
Other		0			25,000			40,000			57,000			53,000			(100.0	)%		(100.0	)%
Total short-term borrowings		100,763			356,777			362,549			354,533			313,495			(71.8	)%		(67.9	)%
Long-term debt		410,356			135,908			136,832			148,164			152,568			201.9	%		169.0	%
Other long-term debt		20,620			20,620			20,620			20,620			20,620			0.0	%		0.0	%
Accrued interest and other liabilities		220,932			31,567			43,477			43,981			36,092			599.9	%		512.1	%
Total Liabilities		6,588,655			3,336,717			3,455,436			3,350,815			3,234,456			97.5	%		103.7	%
SHAREHOLDERS' EQUITY
Preferred stock		78,271			78,173			78,075			78,019			0			0.1	%		N/M
Common stock		490,854			490,292			394,887			394,169			391,249			0.1	%		25.5	%
Retained earnings		294,231			74,285			77,695			76,339			80,632			296.1	%		264.9	%
Accumulated other comprehensive loss		(6,659	)		(10,700	)		(8,564	)		(11,905	)		(6,285	)		(37.8	)%		6.0	%
Treasury stock, at cost		(185,450	)		(185,414	)		(188,333	)		(188,295	)		(188,376	)		0.0	%		(1.6	)%
Total Shareholders' Equity		671,247			446,636			353,760			348,327			277,220			50.3	%		142.1	%
Total Liabilities and Shareholders' Equity	$	7,259,902		$	3,783,353		$	3,809,196		$	3,699,142		$	3,511,676			91.9	%		106.7	%

N/M = Not meaningful.

-19-

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,
	2009			2009			2009			2008			2008			2009			2008
ASSETS
Cash and due from banks	$	107,216		$	72,402		$	78,359		$	87,307		$	89,498		$	86,098		$	85,915
Federal funds sold		136,210			8,614			7,291			1,737			3,137			51,177			24,266
Investment securities		578,243			731,119			758,257			574,893			467,524			688,547			411,967
Loans held for sale		2,629			5,942			5,085			1,876			2,080			4,543			2,743
Loans
Commercial		856,127			843,183			825,399			809,869			819,199			841,682			801,956
Real estate - construction		261,604			257,487			242,750			220,839			192,731			254,016			177,993
Real estate - commercial		1,003,005			869,985			858,403			830,121			797,143			910,994			751,168
Real estate - residential		333,978			348,834			372,853			417,499			490,089			351,746			509,759
Installment		87,672			89,857			94,881			102,814			110,933			90,777			121,564
Home equity		316,905			302,159			291,038			280,900			270,659			303,462			260,145
Credit card		27,292			26,577			26,641			26,902			26,692			26,839			26,162
Lease financing		22			39			47			75			103			36			202
Total loans, exluding covered loans		2,886,605			2,738,121			2,712,012			2,689,019			2,707,549			2,779,552			2,648,949
Covered loans		462,952			0			0			0			0			156,013			0
Total loans		3,349,557			2,738,121			2,712,012			2,689,019			2,707,549			2,935,565			2,648,949
Less
Allowance for loan and lease losses		42,034			36,644			37,189			29,710			29,739			38,640			29,284
Net loans		3,307,523			2,701,477			2,674,823			2,659,309			2,677,810			2,896,925			2,619,665
Premises and equipment		90,997			85,433			84,932			83,307			81,000			87,143			79,639
Goodwill		40,442			28,261			28,261			28,261			28,261			32,366			28,261
Other intangibles		24,357			489			982			613			639			8,695			657
OREO covered by loss share		7,703			0			0			0			0			2,596			0
FDIC indemnification asset		77,790			0			0			0			0			26,215			0
Accrued interest and other assets		123,217			150,721			139,520			128,748			126,699			137,759			126,230
Total Assets	$	4,496,327		$	3,784,458		$	3,777,510		$	3,566,051		$	3,476,648		$	4,022,064		$	3,379,343
LIABILITIES
Deposits
Interest-bearing	$	745,604		$	630,885		$	642,934		$	611,129		$	609,992		$	673,517		$	607,895
Savings		835,615			645,197			620,509			604,370			611,713			701,228			613,059
Time		1,484,158			1,131,972			1,142,257			1,151,622			1,158,332			1,254,048			1,190,267
Total interest-bearing deposits		3,065,377			2,408,054			2,405,700			2,367,121			2,380,037			2,628,793			2,411,221
Noninterest-bearing		543,320			425,330			416,206			412,644			402,604			462,084			392,104
Total deposits		3,608,697			2,833,384			2,821,906			2,779,765			2,782,641			3,090,877			2,803,325
Short-term borrowings
Federal funds purchased and securities sold under agreements to repurchase		55,197			176,592			127,652			98,690			36,476			119,548			29,528
Federal Home Loan Bank		72,855			169,341			218,100			150,867			206,741			152,900			107,699
Other		22,826			39,836			56,078			53,044			53,836			39,458			57,901
Total short-term borrowings		150,878			385,769			401,830			302,601			297,053			311,906			195,128
Long-term debt		205,908			136,189			144,358			151,434			77,035			162,377			54,380
Other long-term debt		20,620			20,620			20,620			20,620			20,620			20,620			20,620
Total borrowed funds		377,406			542,578			566,808			474,655			394,708			494,903			270,128
Accrued interest and other liabilities		50,415			28,552			37,939			25,049			22,705			39,015			28,489
Total Liabilities		4,036,518			3,404,514			3,426,653			3,279,469			3,200,054			3,624,795			3,101,942
SHAREHOLDERS' EQUITY
Preferred stock		78,221			78,126			78,038			7,805			0			78,129			0
Common stock		490,596			418,086			394,500			391,601			390,861			434,746			390,726
Retained earnings		85,699			78,296			77,317			81,932			82,636			80,468			81,216
Accumulated other comprehensive loss		(9,290	)		(7,936	)		(10,677	)		(6,462	)		(8,594	)		(9,296	)		(5,937	)
Treasury stock, at cost		(185,417	)		(186,628	)		(188,321	)		(188,294	)		(188,309	)		(186,778	)		(188,604	)
Total Shareholders' Equity		459,809			379,944			350,857			286,582			276,594			397,269			277,401
Total Liabilities and Shareholders' Equity	$	4,496,327		$	3,784,458		$	3,777,510		$	3,566,051		$	3,476,648		$	4,022,064		$	3,379,343

-20-

FIRST FINANCIAL BANCORP.

NET INTEREST MARGIN RATE / VOLUME ANALYSIS (1)

(Dollars in thousands)

(Unaudited)

	Quarterly Averages																		Year-to-Date Averages
	Sep. 30, 2009						Jun. 30, 2009						Sep. 30, 2008						Sep. 30, 2009						Sep. 30, 2008
	Balance			Yield			Balance			Yield			Balance			Yield			Balance			Yield			Balance			Yield
Earning assets
Investment securities	$	578,243			4.52	%	$	731,119			4.61	%	$	467,524			5.09	%	$	688,547			4.68	%	$	411,967			5.02	%
Federal funds sold		136,210			0.25	%		8,614			1.01	%		3,137			2.79	%		51,177			0.25	%		24,266			3.45	%
Gross loans, including covered loans and indemnification asset (2)		3,429,976			5.20	%		2,744,063			4.97	%		2,709,629			5.84	%		2,966,323			5.07	%		2,651,692			6.15	%
Total earning assets		4,144,429			4.93	%		3,483,796			4.89	%		3,180,290			5.72	%		3,706,047			4.93	%		3,087,925			5.98	%
Nonearning assets
Allowance for loan and lease losses		(42,034	)					(36,644	)					(29,739	)					(38,640	)					(29,284	)
Cash and due from banks		107,216						72,402						89,498						86,098						85,915
Accrued interest and other assets		286,716						264,904						236,599						268,559						234,787
Total assets	$	4,496,327					$	3,784,458					$	3,476,648					$	4,022,064					$	3,379,343
Interest-bearing liabilities
Total interest-bearing deposits	$	3,065,377			1.49	%	$	2,408,054			1.51	%	$	2,380,037			2.27	%	$	2,628,793			1.54	%	$	2,411,221			2.55	%
Borrowed funds
Short-term borrowings		150,878			0.69	%		385,769			0.55	%		297,053			2.30	%		311,906			0.56	%		195,128			2.49	%
Long-term debt		205,908			3.81	%		136,189			3.68	%		77,035			3.65	%		162,377			3.73	%		54,380			3.68	%
Other long-term debt		20,620			6.21	%		20,620			6.22	%		20,620			6.00	%		20,620			5.71	%		20,620			6.64	%
Total borrowed funds		377,406			2.69	%		542,578			1.55	%		394,708			2.76	%		494,903			1.81	%		270,128			3.05	%
Total interest-bearing liabilities		3,442,783			1.62	%		2,950,632			1.52	%		2,774,745			2.34	%		3,123,696			1.59	%		2,681,349			2.60	%
Noninterest-bearing liabilities
Noninterest-bearing demand deposits		543,320						425,330						402,604						462,084						392,104
Other liabilities		50,415						28,552						22,705						39,015						28,489
Shareholders' equity		459,809						379,944						276,594						397,269						277,401
Total liabilities & shareholders' equity	$	4,496,327					$	3,784,458					$	3,476,648					$	4,022,064					$	3,379,343
Net interest income (1)	$	37,455					$	31,209					$	29,410					$	99,592					$	86,073
Net interest spread (1)					3.31	%					3.37	%					3.38	%					3.34	%					3.38	%
Net interest margin (1)					3.59	%					3.60	%					3.68	%					3.59	%					3.72	%

(1) Not tax equivalent.

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

-21-

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	$	(164	)	$	(1,652	)	$	(1,816	)	$	(649	)	$	1,262		$	613		$	(1,036	)	$	9,691	$	8,655
Federal funds sold		-			-			-			(22	)		0			(22	)		(627	)		0		(627	)
Gross loans, including covered loans and indemnification asset (2)		1,563			9,372			10,935			(4,273	)		9,432			5,159			(21,511	)		11,938		(9,573	)
Total earning assets		1,399			7,720			9,119			(4,944	)		10,694			5,750			(23,174	)		21,629		(1,545	)
Interest-bearing liabilities
Total interest-bearing deposits	$	(152	)	$	2,562		$	2,410		$	(4,687	)	$	2,569		$	(2,118	)	$	(18,123	)	$	2,514	$	(15,609	)
Borrowed funds
Short-term borrowings		133			(399	)		(266	)		(1,206	)		(253	)		(1,459	)		(2,832	)		485		(2,347	)
Long-term debt		42			684			726			33			1,237			1,270			21			3,016		3,037
Other long-term debt		(1	)		4			3			12			-			12			(145	)		-		(145	)
Total borrowed funds		174			289			463			(1,161	)		984			(177	)		(2,956	)		3,501		545
Total interest-bearing liabilities		22			2,851			2,873			(5,848	)		3,553			(2,295	)		(21,079	)		6,015		(15,064	)
Net interest income (1)	$	1,377		$	4,869		$	6,246		$	904		$	7,141		$	8,045		$	(21,079	)	$	15,614	$	13,519
Net interest spread (1)
Net interest margin (1)

(1) Not tax equivalent.

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

-22-

FIRST FINANCIAL BANCORP.

CREDIT QUALITY

(excluding covered assets)

(Dollars in thousands)

(Unaudited)

	Sep. 30,			Jun. 30,			Mar. 31,			Dec. 31,			Sep. 30,			YTD			YTD
	2009			2009			2009			2008			2008			2009			2008
ALLOWANCE FOR LOAN AND LEASE LOSS ACTIVITY
Balance at beginning of period	$	38,649		$	36,437		$	35,873		$	30,353		$	29,580		$	35,873		$	29,057
Provision for loan and lease losses		26,655			10,358			4,259			10,475			3,219			41,272			8,935
Gross charge-offs
Commercial		3,622			4,707			2,521			2,168			1,568			10,850			3,059
Real estate - construction		3,854			1,340			0			0			0			5,194			0
Real estate - commercial		927			1,351			382			2,083			48			2,660			1,443
Real estate - residential		471			351			231			47			335			1,053			601
Installment		315			304			400			493			424			1,019			1,470
Home equity		382			332			218			238			135			932			1,311
All other		492			386			308			374			426			1,186			1,350
Total gross charge-offs		10,063			8,771			4,060			5,403			2,936			22,894			9,234
Recoveries
Commercial		91			333			60			165			179			484			489
Real estate - construction		81			0			0			0			0			81			0
Real estate - commercial		86			14			16			40			37			116			59
Real estate - residential		2			20			2			5			4			24			20
Installment		205			203			254			189			225			662			786
Home equity		9			1			0			0			0			10			30
All other		55			54			33			49			45			142			211
Total recoveries		529			625			365			448			490			1,519			1,595
Total net charge-offs		9,534			8,146			3,695			4,955			2,446			21,375			7,639
Ending allowance for loan and lease losses	$	55,770		$	38,649		$	36,437		$	35,873		$	30,353		$	55,770		$	30,353
NET CHARGE-OFFS TO AVERAGE LOANS AND LEASES (ANNUALIZED)
Commercial		1.64	%		2.08	%		1.21	%		0.98	%		0.67	%		1.65	%		0.43	%
Real estate - construction		5.72	%		2.09	%		0.00	%		0.00	%		0.00	%		2.69	%		0.00	%
Real estate - commercial		0.33	%		0.62	%		0.17	%		0.98	%		0.01	%		0.37	%		0.25	%
Real estate - residential		0.56	%		0.38	%		0.25	%		0.04	%		0.27	%		0.39	%		0.15	%
Installment		0.50	%		0.45	%		0.62	%		1.18	%		0.71	%		0.53	%		0.75	%
Home equity		0.47	%		0.44	%		0.30	%		0.34	%		0.20	%		0.41	%		0.66	%
All other		6.35	%		5.00	%		4.18	%		4.79	%		5.66	%		5.19	%		5.77	%
Total net charge-offs		1.31	%		1.19	%		0.55	%		0.73	%		0.36	%		1.03	%		0.39	%
COMPONENTS OF NONPERFORMING LOANS, NONPERFORMING ASSETS, AND UNDERPERFORMING ASSETS
Nonaccrual loans
Commercial	$	13,244		$	8,100		$	8,412		$	5,930		$	5,194			13,244		$	5,194
Real estate - construction		26,575			11,936			240			240			0			26,575			0
Real estate - commercial		12,407			10,130			9,170			4,779			3,361			12,407			3,361
Real estate - residential		5,253			4,897			4,724			5,363			3,742			5,253			3,742
Installment		493			394			464			459			417			493			417
Home equity		2,534			2,136			1,681			1,204			1,084			2,534			1,084
All other		0			0			0			6			32			0			32
Total nonaccrual loans		60,506			37,593			24,691			17,981			13,830			60,506			13,830
Restructured loans		3,102			197			201			204			208			3,102			208
Total nonperforming loans		63,608			37,790			24,892			18,185			14,038			63,608			14,038
Other real estate owned (OREO)		4,301			5,166			3,513			4,028			4,610			4,301			4,610
Total nonperforming assets		67,909			42,956			28,405			22,213			18,648			67,909			18,648
Accruing loans past due 90 days or more		308			318			255			138			241			308			241
Total underperforming assets	$	68,217		$	43,274		$	28,660		$	22,351		$	18,889			68,217		$	18,889
Total classified assets	$	137,288		$	106,315		$	79,256		$	67,393		$	58,284			137,288		$	58,284
CREDIT QUALITY RATIOS
Allowance for loan and lease losses to
Nonaccrual loans		92.17	%		102.81	%		147.57	%		199.51	%		219.47	%		92.17	%		219.47	%
Nonperforming loans		87.68	%		102.27	%		146.38	%		197.27	%		216.22	%		87.68	%		216.22	%
Total ending loans		1.94	%		1.34	%		1.33	%		1.34	%		1.14	%		1.94	%		1.14	%
Nonperforming loans to total loans		2.21	%		1.31	%		0.91	%		0.68	%		0.53	%		2.21	%		0.53	%
Nonperforming assets to
Ending loans, plus OREO		2.36	%		1.48	%		1.04	%		0.83	%		0.70	%		2.36	%		0.70	%
Total assets		0.94	%		1.14	%		0.75	%		0.60	%		0.53	%		0.94	%		0.53	%

-23-

FIRST FINANCIAL BANCORP.

CAPITAL ADEQUACY

(Dollars in thousands)

(Unaudited)

																Nine months ended,
	Sep. 30,			Jun. 30,			Mar. 31,			Dec. 31,			Sep. 30,			Sep. 30,			Sep. 30,
	2009			2009			2009			2008			2008			2009			2008
PER COMMON SHARE
Market Price
High	$	12.07		$	11.92		$	12.10		$	14.30		$	14.80		$	12.10		$	14.80
Low	$	7.52		$	7.35		$	5.58		$	10.81		$	8.10		$	5.58		$	8.10
Close	$	12.05		$	7.53		$	9.53		$	12.39		$	14.60		$	12.05		$	14.60
Average common shares outstanding - basic		51,027,887			40,734,254			37,142,531			37,133,725			37,132,864			43,005,983			37,104,793
Average common shares outstanding - diluted		51,457,189			41,095,949			37,840,954			37,567,032			37,504,231			43,502,561			37,487,037
Ending common shares outstanding		51,431,422			51,434,346			37,474,422			37,481,201			37,476,607			51,431,422			37,476,607
REGULATORY CAPITAL	Preliminary															Preliminary
Tier 1 Capital	$	651,604		$	454,243		$	358,834		$	356,307		$	274,513		$	651,604		$	274,513
Tier 1 Ratio		16.21	%		14.77	%		12.16	%		12.38	%		9.80	%		16.21	%		9.80	%
Total Capital	$	702,102		$	492,696		$	395,271		$	392,180		$	304,866		$	702,102		$	304,866
Total Capital Ratio		17.46	%		16.02	%		13.39	%		13.62	%		10.89	%		17.46	%		10.89	%
Total Capital in excess of minimum
requirement	$	380,470		$	246,613		$	159,133		$	161,896		$	80,806		$	380,470		$	80,806
Total Risk-Weighted Assets	$	4,020,401		$	3,076,042		$	2,951,721		$	2,878,548		$	2,800,753		$	4,020,401		$	2,800,753
Leverage Ratio		14.60	%		12.02	%		9.51	%		10.00	%		7.95	%		14.60	%		7.95	%
OTHER CAPITAL RATIOS
Ending shareholders' equity to ending
assets		9.25	%		11.81	%		9.29	%		9.42	%		7.89	%		9.25	%		7.89	%
Ending common shareholders' equity
to ending assets		8.17	%		9.74	%		7.24	%		7.31	%		7.89	%		8.17	%		7.89	%
Ending tangible shareholders' equity
to ending tangible assets		8.57	%		11.14	%		8.60	%		8.70	%		7.13	%		8.57	%		7.13	%
Ending tangible common shareholders'
equity to ending tangible assets		7.48	%		9.06	%		6.54	%		6.57	%		7.13	%		7.48	%		7.13	%
Average shareholders' equity to
average assets		10.23	%		10.04	%		9.29	%		8.04	%		7.96	%		9.88	%		8.21	%
Average common shareholders' equity
to average assets		8.49	%		7.98	%		7.22	%		7.82	%		7.96	%		7.93	%		8.21	%
Average tangible shareholders' equity
to average tangible assets		9.13	%		9.35	%		8.59	%		7.28	%		7.18	%		8.65	%		7.41	%
Average tangible common shareholders'
equity to average tangible assets		7.37	%		7.27	%		6.51	%		7.05	%		7.18	%		6.68	%		7.41	%

-24-

EX-99.2