(1)		1)		Title of each class of securities to which transaction applies:

(2)
		2)		Aggregate number of securities to which transaction applies:

(3)
		3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)
		4)		Proposed maximum aggregate value of transaction:

(5)
		5)		Total fee paid:

o		Fee paid previously with preliminary materials.

(1)		1)		Amount Previously Paid:

(2)
		2)		Form, Schedule or Registration Statement No.:
		3)		Filing party:
		4)		Date filed:

(2)
(3)		Services covered by these fees consist of professional tax services, including preparation of the federal income tax returns for the Corporation and its subsidiaries.

(3)
(4)		Services covered by these fees consist of audit and tax compliance work billed to the Legacy Funds Group of mutual funds for which the Corporation’s subsidiary, First Financial Capital Advisors LLC, serves as investment advisor.

     It is the policy of the Audit Committee that, before the Corporation engages an accounting firm to render audit services as the Corporation’s independent auditors,registered public accounting firm, the engagement must be approved by the Audit Committee. In addition, before an accounting firm serving as the Corporation’s independent auditorsregistered public accounting firm is engaged by the Corporation to render non-audit services, the engagement must be approved by the Audit Committee.

8

PROPOSAL TO APPROVE AN AMENDMENT TO THE FIRST FINANCIAL BANCORP.
1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS AND
RATIFY CERTAIN PREVIOUS GRANTS THEREUNDER

(Item 2 on Proxy Card)

     At the 1999 Annual Meeting of Shareholders, the Corporation’s shareholders approved the 1999 Stock Option Plan for Non-Employee Directors (the “Directors’ Plan”) and authorized awards pursuant to the plan to be made to non-employee directors. The purpose of the Directors’ Plan is to attract and retain highly qualified non-employee directors by permitting them to obtain or increase their proprietary interests in the Corporation. The Directors’ Plan provides for awards of stock options to the Corporation’s non-employee directors.

     Recently, the Corporation discovered that the definition of “Non-Employee Director” contained in the plan was too narrow and restrictive and excluded from the Directors’ Plan directors who are not employees of the Corporation and who were intended to be recipients of stock options pursuant to the Directors’ Plan. The Directors’ Plan presently defines “Non-Employee Director” as follows:

     “(j) ‘Non-Employee Director’ means a member of the Board who qualifies as a non-employee director as defined in Rule 16(b)-3(b)(3)(i), as promulgated by the Commission [Securities and Exchange Commission] under the Exchange Act, or any successor definition adopted by the Commission.”

Rule 16(b)-3(b)(3)(i) defines a “non-employee director” to mean a director who:

	•	is not currently an officer of the corporation or any subsidiary of the corporation or otherwise currently employed by the corporation or any subsidiary of the corporation;
	•	does not receive compensation, either directly or indirectly, from the corporation or a subsidiary of the corporation for services rendered as a consultant or in any capacity other than as a director, except for an amount that does not exceed the dollar amount for which disclosure would be required pursuant to Regulation S-K Section 404(a);
	•	does not possess an interest in any other transaction for which disclosure would be required pursuant to Regulation S-K Section 404(a); and
	•	is not engaged in a business relationship for which disclosure would be required pursuant to Regulation S-K Section 404(b).

     As set forth in the section of this Proxy Statement entitled “TRANSACTIONS WITH RELATED PARTIES,” certain directors have relationships with the Corporation that require disclosure pursuant to Regulation S-K Section 404 and do not and did not satisfy the plan’s “non-employee director” definition, although those directors are not and were not employees of the Corporation or any of its subsidiaries. In awarding stock options, the focus was inadvertently on the fact that directors were not employees of the Corporation and not on the remaining elements of the definition. Stock option grants for 112,619 shares of Common Stock (adjusted for stock dividends and splits) were made under the plan to directors who did not meet the Directors’ Plan’s definition but who are not or were not employees of the Corporation. The Corporation believes that these directors were intended to receive stock option awards under the Directors’ Plan. For this reason, the Corporation recommends that these previous stock grants be ratified and that the definition of “Non-Employee Director” be amended as set forth below:

“(j) ‘Non-Employee Director’ means a member of the Board who is not an employee of the Corporation or any subsidiary of the Corporation.”

No other change to the Directors’ Plan is being made.

9

     The principal provisions of the Directors’ Plan are summarized below. This summary is qualified in its entirety by reference to the provisions of the Directors’ Plan, a copy of which is attached as Exhibit A. Terms not defined herein shall have the same meanings as set forth in the Directors’ Plan.

Shares Available for Issuance

     The Directors’ Plan provides that 577,500 (originally 500,000 in 1999 but adjusted subsequently for stock dividends and splits) shares of Common Stock will be available for the granting of awards, of which stock options for 233,901 shares of Common Stock have already been granted. Of the stock options granted, stock options for 60,641 shares have been canceled, leaving 404,240 shares available for future issuance under the Directors’ Plan. The Common Stock subject to the Directors’ Plan will be authorized but unissued shares or previously acquired shares.

     Pursuant to the Directors’ Plan, the number and kind of shares which are subject to awards will be appropriately adjusted in the event of certain changes in capitalization of the Corporation, including stock dividends and splits, reclassifications, recapitalizations, reorganizations, mergers, consolidations, spin-offs, split-ups, combinations or exchanges of shares, and certain distributions and repurchases of shares.

Stock Options

     Each non-employee director receives in the year in which he or she is elected initially or re-elected to the Board of Directors an option to purchase 8,663 common shares (originally 7,500 in 1999 but adjusted subsequently for stock dividends and splits). The exercise price of each option will be the fair market value of the Common Stock subject to the option on the date of grant. Upon exercise, the exercise price may be paid in cash or, in lieu of all or part of the cash, shares of the Common Stock.

     Under the Directors’ Plan, all options are exercisable following the first anniversary of the date of grant of the option. Upon a Change in Control (as defined in the Directors’ Plan), the optionee will have the right to exercise the option in full as to all shares subject to the option within the lesser of six months plus one day after the Change in Control or the expiration of the option. The exercise period for any stock option will be ten years from the date of grant unless sooner terminated. Each option will provide that the optionee agrees not to sell, assign or transfer any shares acquired as a result of exercising the option until such shares have been held for at least one year after the date of the exercise of the option which resulted in their acquisition, except after a Change in Control or the optionee’s death, disability or retirement, or in connection with tax withholding or option exercise.

     If the optionee ceases to be a director of the Corporation for any reason other than death, disability, retirement, or removal for cause, the option will terminate on the earlier of three months after the optionee ceases to be a director or on the option’s expiration date. During the three month period, such option will be exercisable only with respect to the number of shares which the optionee was entitled to purchase on the day preceding the day on which the optionee ceased to be a director. If the optionee ceases to be a director because of removal for cause, the option will terminate on the date of the optionee’s removal. In the event of the optionee’s death, disability, or retirement while a director or the optionee’s death within three months after the optionee ceases to be a director (other than by reason of removal for cause), the option will terminate upon the earlier of (i) 12 months after the date of the optionee’s death, disability, or retirement, or (ii) the option’s expiration date. During such period, the option will be exercisable for the number of shares as to which the option would have been exercisable on the date preceding the optionee’s death, disability or retirement.

     Generally, options granted under the Directors’ Plan are not transferable by an optionee except by bequest or the laws of descent and distribution, and during the optionee’s lifetime, the option may be exercised only by the optionee.

10

Duration

     The Directors’ Plan will terminate on the earliest to occur of (i) the date when all of the shares available under the Directors’ Plan have been acquired through the exercise of options, (ii) April 26, 2009, or (iii) such other date as the Board may determine.

Equity Compensation Plan Information

     The following table sets forth information regarding securities authorized for issuance under the Corporation’s equity compensation plans.

Approval and Related Matters

     The affirmative vote of a majority of the shares present and voting at the Annual Meeting is required to approve this proposal to amend the Directors’ Plan and ratify the awards of stock options previously granted thereunder to directors who did not meet the Directors’ Plan’s definition of “Non-Employee Director” but who are not or were not employees of the Corporation.

The Board of Directors’ Recommendation

The Board of Directors unanimously recommends that shareholders vote FOR the adoption of this proposal.

Effect of Management Vote on Proposal

     The directors and executive officers of the Corporation own beneficially 1,671,257 common shares, or 3.84% of the outstanding voting power, and affiliates of the Corporation own beneficially 19.03% of the outstanding voting power. The directors, executive officers and affiliates have indicated a present intention to vote the common shares beneficially owned by them in favor of this proposal.

11

EXECUTIVE COMPENSATION

     The following Summary Compensation Table sets forth the compensation earned during the last three completed fiscal years by individuals serving as the Corporation’s Chief Executive Officer or acting in a similar capacity, during the last fiscal year and the Corporation’s four other most highly compensated executive officers (theas of December 31, 2004. The Summary Compensation Table also includes compensation for Mr. Leep, who served as Interim President and Chief Executive Officer for part of the past year, and for a former executive officer, James C. Hall, who would have been among the Corporation’s four most highly compensated executive officers, but for the fact that he was not an employee of the Corporation on December 31, 2004. (All of the executive officers named in the Summary Compensation Table are referred to hereafter as the “Named Executive Officers”Officers.”).

SUMMARY COMPENSATION TABLE

(2)

The number and value of the aggregate restricted stock holdings, as of December 31, 2003,2004, of the Named Executive Officers (other than Mr. Pontius who held no shares of restricted stock as of that date) are, respectively, as follows: Mr. Hall, 30,419Davis, 35,000 shares and $485,183;$612,500; Mr. Lefferson, 20,336 shares and $355,880; Mr. Murrell, 14,901 shares and $260,768; Mr. Immelt, 30,32125,652 shares and $483,620;$448,910; Mr. Lefferson, 22,121Hockemeyer, 16,300 shares and $352,830;$285,250; Mr. Hall, 0 shares; and Mr. Murrell, 13,977 shares and $222,933.Leep, 0 shares. Dividends will be paid on the restricted stock reported in this column (f).

9

(5)

Mr. Leep, a director and Chairman of the Board of the Corporation, was appointed by the Board of Directors to serve as Interim President and Chief Executive Officer of the Corporation, effective October 15, 2003. Mr. Leep was President and Chief Executive Officer of Sand Ridge Bankserved in that capacity until he retired from those positions in June 2001.October 1, 2004.

Employment Agreements

The Corporation has employment agreements with each of the Named Executive Officers currently employed by the Corporation as described below.

Employment Agreement with Mr. Davis

The following is a description of the terms and conditions of the employment agreement (the “Agreement”) with Mr. Davis.

Term: The initial term of the Agreement is for one year from the commencement of Mr. Davis’s employment (the “Commencement Date”), and the Agreement will automatically renew for successive one-year periods after the initial term, unless and until terminated in accordance with the terms of the Agreement.

Termination: Mr. Davis’s employment with the Corporation:

	•	Will terminate automatically upon his death;
	•	May be terminated either by the Corporation or Mr. Davis at the end of the Agreement’s initial term or any renewal term upon 90 days prior written notice from either of them to the other;
	•	May be terminated by Mr. Davis at any time for “Good Reason,” meaning the occurrence, without Mr. Davis’s consent, of a significant reduction in his base salary or his authority or responsibilities as set forth in the Agreement;
	•	May be terminated by the Corporation immediately upon notice to Mr. Davis at any time for Cause, as defined in the Agreement; or
	•	May be terminated by the Corporation immediately upon notice to Mr. Davis at any time if he is then under a Long-Term Disability, as defined in the Agreement.

Termination for Cause: The Corporation may terminate Mr. Davis’s employment immediately upon notice to Mr. Davis at any time for Cause. Under the terms of the Agreement, Cause is defined as any one or more of the following:

	•	Any act constituting (i) a felony under the federal laws of the United States, the laws of any state, or any other applicable law, (ii) fraud, embezzlement, misappropriation of assets, willful misfeasance, or dishonesty, or (iii) other actions or criminal conduct which in any way materially and adversely affects the reputation, goodwill, or business position of the Corporation;
	•	The failure of Mr. Davis to perform and observe all material obligations and conditions to be performed and observed by Mr. Davis under the Agreement, or to perform his duties in accordance, in all material respects, with the policies, procedures, and directions established from time to time by the Corporation’s board of directors (the “Board”) or a duly authorized Board committee (any such failure, a “Performance Failure”), and to correct such Performance Failure promptly following notice from the Board to do so; or
	•	Having corrected (or the Corporation having waived the correction of) a Performance Failure, the occurrence of any subsequent Performance Failure (whether of the same or different type or nature).

Severance: If Mr. Davis’s employment is terminated as follows:

	•	By the Corporation, without Cause (as defined in the Agreement), by providing 90 days written notice prior to the end of the Agreement’s initial term or any renewal term;
	•	By the Corporation, without Cause, immediately upon notice to Mr. Davis at any time, if he is then under a long-term disability, as defined in the Agreement; or
	•	By Mr. Davis at any time for “Good Reason,” as defined in the Agreement; and

14

Mr. Davis has provided the Corporation with a separate, written release and covenant not to sue; then Mr. Davis will be entitled to receive both A. and B., as follows:

A. “Termination Compensation,” meaning an aggregate amount based on the multiple of Mr. Davis’s base salary as of the date of termination as set forth below if termination occurs during the corresponding period indicated.

The Termination Compensation will be paid over the “Applicable Severance Period,” meaning the period of time set forth below if termination occurs during the corresponding period indicated.

B. Any of three bonuses of $33,000, due on each of the first three anniversaries of the Commencement Date (the “Additional Bonuses”), that remain unpaid at the time of such termination, which will be paid to Mr. Davis at the time that such Additional Bonuses would have been payable had his employment continued.

Confidentiality and Non-Competition: Mr. Davis is prohibited, at all times, from disclosing any confidential information, as defined in the Agreement, except as required by law, and must return all confidential information to the Corporation upon termination of his employment. In addition, during the period beginning on the Commencement Date and ending on the later of the first anniversary of the date of termination of Mr. Davis’s employment or the conclusion of the Applicable Severance Period, Mr. Davis may not:

	•	Engage in banking or lending services in the states where the Corporation operates, or solicit any person or entity located in those states for the provision of banking or lending services;
	•	Induce or encourage any employee, officer, director, agent, customer, depositor, supplier or independent contractor of the Corporation or its affiliates to terminate its relationship with the Corporation or its affiliates, or otherwise interfere with such relationships;
	•	Employ anyone who, at any time within the one-year period immediately preceding such employment was an employee, officer, or director of the Corporation or its affiliates; or
	•	Make any statements or take any actions which disparage or tend to diminish the reputation of the Corporation or its affiliates.

15

Employment Agreements with Named Executive Officers other than Mr. Leep.Davis

Term: The term of each agreement with Named Executive Officers other than Mr. Davis (each referred to as an “Officer”) ends upon the earlier of (i)of:

	•	The fifth anniversary of its execution date (third anniversary in the case of Mr. Hockemeyer and second anniversary in the case of Mr. Murrell);
	•	The date of the Officer’s retirement, death or total and permanent disability; or
	•	The completion of full payment of all benefits under the agreement.

Unless and until terminated in accordance with the fifth anniversary of its execution date (or second anniversary in the case of Mr. Murrell), (ii) the dateterms of the officer’s retirement, death or total and permanent disability, or (iii) the completion of full payment of all benefits under the agreement. Absent the officer’s death, total and permanent disability or retirement, theagreement, each agreement renews annually from and after the fifth anniversary of its commencement date unless written notice to the contrary is given by the officer or the Corporation at least six months prior to the expiration of the term, including any extension thereof.date. (Mr. Hockemeyer’s and Mr. Murrell’s agreement renewsagreements renew annually from and after the third and second anniversaryanniversaries, respectively, of itstheir commencement date.dates.)

          Upon one month’s advance written notice,Termination: The employment of each Named Executive Officer other than Mr. Davis with the Corporation:

	•	Will terminate automatically upon the Officer’s death or if the Officer becomes totally and permanently disabled as determined pursuant to the Corporation’s long-term disability plan;
	•	May be terminated either by the Corporation or the Officer at the end of the agreement’s initial term or any renewal term upon six month’s prior written notice from either of them to the other;
	•	May be terminated by the Officer upon one month’s prior written notice that is provided to the Corporation within 30 days following the occurrence of any “Good Reason,” meaning:

	o	a change in the duties of the Officer’s position or the transfer to a new position in violation of the terms of the agreement;
	o	a substantial alteration in the nature or status of the Officer’s responsibilities in violation of the agreement;
	o	a reduction in the Officer’s base salary;
	o	refusal by the Corporation or its successor to renew the term of the agreement for any reason prior to the Officer reaching his or her normal retirement date under the Corporation’s retirement plan (provided, with respect to Mr. Hockemeyer, that such refusal occurs within 12 months of a change in control, as defined in the agreement); or
	o	changes in the Officer’s employment benefits in violation of the terms of the agreement; and

	•	May be terminated by the Corporation upon one month’s prior written notice to the officer for Cause, as defined in the Agreement; or
	•	May be terminated by either the Corporation without Cause or by the Officer without Good Reason, upon one month’s prior written notice from either of them to the other.

Termination for Cause: The Corporation may terminate the officer’s employment with or without Cause and the officer may terminate his or her employment with or without Good Reason. “Cause” means a willful engaging in gross misconduct materially and demonstrably injuriousof each Named Executive Officer other than Mr. Davis upon one month’s prior written notice to the Corporation, and “willful” means an act or omission in bad faith and without reasonable belief that such act or omission was in, or not opposed to, the best interests of the Corporation. “Good Reason” means: (a) a change in the duties of the officer’s position or the transfer to a new position in violation ofOfficer at any time for Cause. Under the terms of the agreement; (b)employment agreements:

	•	Cause is defined as a willful engaging in gross misconduct (a willful engaging in misconduct, in the case of Mr. Hockemeyer) materially and demonstrably injurious to the Corporation, and
	•	“Willful” means an act or omission in bad faith and without reasonable belief that such act or omission was in, or not opposed to, the best interests of the Corporation.

Severance: If the employment of a substantial alteration in the nature or status of the officer’s responsibilities in violation of the agreement; (c) a reduction in the officer’s base salary; (d) refusal by the Corporation or its successor to renew the term of the agreement for any reason prior to the officer reaching his or her normal retirement date under the Corporation’s retirement plan; or (e) changes in the officer’s “employment benefits” in violation of the terms of the agreement.

          In the event that the Corporation terminates an officer’s employment without Cause or the officer voluntarily terminates his or her employment for Good Reason and the officer providesNamed Executive Officer other than Mr. Davis is terminated as follows:

	•	By the Corporation, without Cause, by providing six month’s written prior notice prior to the end of the agreement’s initial term or any renewal term;
	•	By the Corporation, without Cause, by providing one month’s written prior notice; or
	•	By the Officer, upon one month’s prior written notice to the Corporation, for “Good Reason,” as defined in the agreement; and

          In addition, solely for purposes of the Corporation’s Endorsement Method Split Dollar Agreement (the “Split Dollar Agreement”), the duration of the Severance Pay Period shall be considered as if it were active employment for purposes of determining whether the officer is eligible to receive a retirement benefit under the early retirement provisions of the Corporation’s retirement plan. If the date of termination of employment is within 12 months after a change in control, the officer will receive a payment (the “Split Dollar Payment”) within 90 days

1116

	•	The Officer’s base salary will be continued for a period of 24 months from the date of termination of employment (such period being called the “Severance Pay Period”).
	•	During the Severance Pay Period, those employee benefit plans, policies, and practices that generally apply to similarly situated members of the executive management group will be continued, except that during the Severance Pay Period the Officer will not accumulate vacation pay, first qualify for long term disability benefits or sickness or accident benefits, be eligible to make or receive contributions under a defined contribution qualified retirement plan, be eligible to accumulate service for pension plan purposes, or retain any personal property such as a motor vehicle or computer provided by the Corporation.
	•	If, prior to the Officer’s date of termination, the Officer has participated in the Corporation’s PIC Plan for a complete calendar year, the Officer will receive a payment in one lump-sum in an amount equal to two times the percentage of the incentive payment made or required to be made for the calendar year pursuant to the PIC Plan immediately preceding the calendar year in which the Officer’s date of termination occurs.
	•	If the Officer’s date of termination of employment is within 12 months after a change in control (as defined in the agreements), the Officer will receive a payment equal to: (A) with respect to shares subject to an option granted as of the time of the change in control under the Corporation’s 1991 Stock Incentive Plan that the Officer cannot exercise due to the termination of employment, the difference between the fair market value of such common shares determined as of the date of termination of employment and the option exercise price, and (B) with respect to any restricted stock granted under the Corporation’s 1991 Stock Incentive Plan as of the time of the change in control which the Officer forfeits as a result of the termination of employment, the fair market value of such restricted shares determined as of the date of termination of employment and as if all restrictions had been removed.
	•	For purposes of the Corporation’s Endorsement Method Split Dollar Agreement (the “Split Dollar Agreement”), the duration of the Severance Pay Period will be considered as if it were active employment for purposes of determining whether the Officer is eligible to receive a retirement benefit under the early retirement provisions of the Corporation’s retirement plan. If the date of termination of employment is within 12 months after a change in control (as defined in the agreements) and the Officer consents to the termination of his or her rights under the Split Dollar Agreement, the Officer will receive a payment (the “Split Dollar Payment”) within 90 days of the date of termination of employment in one lump sum equal to the present value of the death benefit he or she would have received under the Split Dollar Agreement determined as if he or she were eligible to receive a retirement benefit under the early retirement provisions of the Corporation’s retirement plan, based on age and years of service at the end of the Severance Pay Period, and had died at age 75 when the Split Dollar Agreement was still in effect. Notwithstanding the foregoing, if the Officer elects to receive an assignment of the policy under the Split Dollar Agreement, the Split Dollar Payment will be applied to the cash payment to the Corporation required under the Split Dollar Agreement, and any portion of the Split Dollar Payment in excess of the amount required to be paid to the Corporation will be paid to such Officer.
	•	The Officer will be entitled to outplacement assistance with an agency selected by the Corporation with the fee paid by the Corporation in an amount not to exceed 5% of the Officer’s annual base salary.
	•	If the receipt of any payments described above to Mr. Lefferson or Mr. Immelt, in combination with any other payments to them, shall, in the opinion of independent tax counsel selected by the Corporation, result in liability for the payment by the Officer of any excise tax pursuant to Sections 280G and 4999 of the Internal Revenue Code (the “Code”), the Corporation will pay to the Officer within 60 days of the date his or her employment terminates an additional amount equal to the amount of such excise tax and the additional federal, state, and local income taxes for which he or she will be liable as the result of this additional payment.
	•	If the receipt of any payments described above to Mr. Murrell or Mr. Hockemeyer, in combination with any other payments to them, shall, in the opinion of independent tax counsel selected by the Corporation, result in liability for the payment by the Officer of any excise tax pursuant to Sections 280G and 4999 of the Code, the amount of payments will be reduced to the extent required, in the opinion of independent tax counsel, to prevent the imposition of such excise tax.

17

Other Severance: If the employment of an Officer is terminated as follows:

	•	By the Corporation, with Cause (as defined in the Agreement), by providing one month’s written prior notice; or
	•	By the Officer, without Good Reason, by providing one month’s written prior notice;

Confidentiality and Non-Competition: The Officers are prohibited, at all times, from disclosing any confidential information, as defined in the agreements, except as required by law, and must return all confidential information to the Corporation upon termination of their employment. During the term of each Officer’s employment and for a period of six months following termination of the Officer’s employment for any reason other than by the Corporation for Cause, the Officer has agreed not to be employed by, serve as an officer or director of, consultant to, or advisor to any business that engages either directly or indirectly in commercial banking, savings banking, or mortgage lending in the geographic area of Ohio, Indiana, Michigan, or Kentucky, or which is reasonably likely to engage in such businesses in the same geographic area.

Arbitration: Any disputes concerning the reason for termination and any other claims arising during the course of employment will be resolved through binding arbitration.

          If the receipt of any payments described above, in combination with any other payments to an officer from the Corporation (other than Mr. Murrell), shall, in the opinion of independent tax counsel selected by the Corporation, result in liability for the payment by the officer of any excise tax pursuant to Sections 280G and 4999 of the Internal Revenue Code (the “Code”), the Corporation will pay to the officer within 60 days of the date his or her employment terminates an additional amount equal to the amount of such excise tax and the additional federal, state and local income taxes for which he or she will be liable as the result of this additional payment.

          During the term of the officer’s employment and for a period of six months following termination of the officer’s employment for any reason other than by the Corporation for Cause, the officer has agreed not to compete with the Corporation’s banking and lending businesses in the states of Ohio, Indiana, Michigan or Kentucky.

     The following table shows all individual grants of stock options to the Named Executive Officers of the Corporation during the fiscal year ended December 31, 2003.2004.

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

employment of the Corporation or its affiliates. The option exercise period may be shortened upon an optionee’s disability, retirement or death. Shares acquired upon option exercise must be held one year from the date of exercise.

     The following table shows aggregate option exercises in the last fiscal year and year-end values.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

Benefit Plans

     The Corporation has a thrift plan, a retirement plan, a supplemental retirement plan and a deferred compensation plan. It also maintains the Split Dollar Agreements which cover the Named Executive Officers and certain other management employees. The retirement plan and the thrift plan cover the majority of the employees of the Corporation and its subsidiaries, including the officers of the Corporation. All employees who are 21 years of age and have had one year of service are covered by the retirement plan. Among the Named Executive Officers, the supplemental retirement plan covers Stanley N. Pontius, James C. HallMr. Lefferson, Mr. Murrell, Mr. Immelt and Mark W. Immelt.Mr. Hall. The deferred compensation plan is a nonqualified deferred compensation plan in which only executive officers of the Corporation are eligible to participate. Participants may elect to defer up to 50% of their base salary and 100% of their bonus or incentive pay for any year.

     The thrift plan covers employees who have been credited with at least one year of service and reached age 21. Participation is voluntary and participants may contribute up to 50% of their base salary (unless limited by law or regulation) to the plan. The Corporation’s subsidiaries’ matching contributions are 50% of each participant’s contribution, limited to 3% of base salary of each participant, and become fully vested when made.

     Under the retirement plan and supplemental retirement plan, amounts that are payable to persons in selected remuneration and service classifications at normal retirement age are:

Estimated Annual Benefits
For Years of Credited Service Indicated (1)(2)(3)

14

(2)		In the retirement plan, participants are 100% vested after five years of credited service. The normal retirement benefit, payable as a single life annuity beginning at the normal retirement age of 65, is 1.1% of the average monthly compensation multiplied by years of service (maximum of 40), plus .6% of average monthly compensation greater than Social Security covered compensation multiplied by years of service (maximum of 35). The estimated benefits accrued during the year under the retirement plan for each of the Named Executive Officers are not actuarially ascertainable under the methods used for calculation of the cost to the Corporation by the actuaries.

(3)		As a result of the provisions of the Code, maximum annual compensation for which benefits will be paid under the retirement plan is $200,000$205,000 and maximum annual benefits under the retirement plan are $160,000$165,000 (for 2003)2004). All of the Named Executive Officers, except Mr. Leep, Mr. LeffersonDavis and Mr. Murrell,Leep, participate in the supplemental retirement plan. The benefit under the supplemental retirement plan is equal to the difference between the annual benefit payable under the retirement plan without regard to the limits imposed by the Code upon qualified plans and the maximum annual benefit payable under the retirement plan upon the executive’s retirement.

     The Split Dollar Agreement is an endorsement method split dollar arrangement which applies to a life insurance policy owned by the Corporation which, upon a Named Executive Officer’s death, first pays the Corporation the premiums which the Corporation paid for the policy, and then pays the Named Executive Officer’s beneficiary a death benefit equal to three times the executive’s base salary in effect at his or her death. If the Named Executive Officer terminated employment before death and, when employment terminated, he or she was eligible to receive an immediate retirement benefit under the early retirement provisions of the Corporation’s retirement plan and had been employed for at least five years, the Corporation keeps the policy in force until the executive’s death and the death benefit is equal to three times the executive’s base salary at the time of his or her termination of employment. In either case, any amounts payable under the policy after the payment to the Named Executive Officer’s beneficiary are paid to the Corporation.

1521

PERFORMANCE GRAPH

     The following graph compares the five-year cumulative total return of the Corporation with that of companies that comprise the Nasdaq Market Index and a peer group comprised of all actively traded bank holding companies in Ohio and Indiana (the “Peer Group”). The information presented assumes that dividends are reinvested. The returns of the issuers comprising the Peer Group have been weighted according to their respective stock market capitalization.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

     The Peer Group is comprised of 1st Source Corporation, Belmont Bancorp., Charter One Financial, Inc., Community Bank Shares of Indiana, Inc., Fifth Third Bancorp, First Citizens Banc Corp, First Financial Bancorp., First Financial Corporation, First Indiana Corporation, First Merchants Corporation, First Shares Bancorp, Inc., FirstMerit Corporation, German American Bancorp, Home Federal Bancorp, Horizon Bancorp, Huntington Bancshares Incorporated, Integra Bank Corporation, Irwin Financial Corporation, Keycorp, Lakeland Financial Corporation, LNB Bancorp, Inc., Mainsource Financial Group, Monroe Bancorp, National City Corporation, NB&T Financial Group, Inc., Oak Hill Financial, Inc., Ohio Legacy Corp, Ohio Valley Banc Corp, Old National Bancorp, Park National Corporation, Peoples Bancorp Inc., Provident Financial Group, Inc., Rurban Financial Corp., Second Bancorp Incorporated, Sky Financial Group, Inc., St. Joseph Capital Corporation, Tower Financial Corporation, United Bancorp, Inc., United Bancshares, Inc., and Unizan Financial Corp., and Wayne Bancorp, Inc.

22

COMPENSATION COMMITTEE REPORT

     The Compensation Committee’s goal in setting executive compensation is to attract and retain executive talent and to provide incentives to the Corporation’s executive officers to increase shareholder value. To achieve this goal, the Compensation Committee authorizes base salaries that are competitive with those set at bank holding companies of comparable size and performance and uses programs that personally reward executives for corporate financial results (i) that are competitive with peer groupcomparable bank holding companies and (ii) that have benefited the Corporation’s shareholders.

16

     During the other Named Executive Officers based upon Mr. Pontius’s recommendation, which takes into account the individual officer’s level of responsibility and contribution to the Corporation’s earnings.

          Effective October 15, 2003, the Board of Directors appointed2004 fiscal year, Bruce E. Leep, a director and Chairman of the Board of Directors of the Corporation, to serveserved as Interim President and Chief Executive Officer.Officer of the Corporation, until October 1, 2004. The

17

Immelt’s award, which is based upon the performance of First Financial Bank, was entitled to receiveincluded 4.66 discretionary points. None of the 3% bonus, but declined to accept it.other Named Executive Officers were awarded any discretionary points.

     Section 162(m) of the Internal Revenue Code generally disallows a corporate tax deduction for annual compensation paid to executive officers to the extent that it exceeds $1,000,000. It is the policy of the Compensation Committee that compensation to executive officers should, in general, be structured to qualify for deductibility under Section 162(m). For those exceptional circumstances where executive compensation may exceed the deductible amount, the Corporation has adopted a deferred compensation plan which provides for the mandatory deferral of such excess compensation.

COMPENSATION COMMITTEE

TRANSACTIONS WITH RELATED PARTIES

Compensation Committee Insider Participation

     Murph Knapke, a director of the Corporation and a member of the Compensation Committee, is a partner of Knapke Law Office, which provided real estate title services for Community First Bank & Trust during the prior fiscal year and proposes to provide such services in the current fiscal year. The fees paid for these services in the last fiscal year exceeded $60,000.were $30,540. The Board of Directors has determined that these payments, which are below the applicable limits established by the rules of the NASD, do not affect Mr. Knapke’s status as an independent director.

Other Business Relationships

     Two directors of the Corporation are members of law firms that provide legal services to subsidiaries of the Corporation. Corinne R. Finnerty is the sole shareholder and an officer of Corinne R. Finnerty, P.C. d/b/a McConnell & Finnerty, which has been retained by Heritage Community Bank and First Financial Bank during the prior fiscal year and the current fiscal year. During the prior fiscal year, the Corporation’s subsidiaries paid McConnell & Finnerty $94,060$70,814 in legal fees. The Board of Directors has determined that these payments, which are below the applicable limits established by the rules of the NASD, do not affect Ms. Finnerty’s status as an independent director. Stephen S. Marcum is a member of the law firm of Parrish, Fryman & Marcum Co., LPA, which has been retained by First Financial Bank Heritage Community Bank and the First Financial Bancorp Service Corp. during the prior fiscal year and the current fiscal year. During the prior fiscal year, the Corporation’s subsidiariesFirst Financial Bank paid Parrish, Fryman & Marcum Co., LPA $221,619$291,711 in legal fees. The Board of Directors has determined that the payments to Mr. Marcum exceed the applicable limits established by the rules of the NASD and, therefore, Mr. Marcum is not an independent director.

     Steven C. Posey, a director of the Corporation, has a 19% interest as a limited partner in Midd West Development LTD, from which First Financial Bank rented retail office space during the prior fiscal year and proposes to continue to rent such space in the current fiscal year. The total rent paid during the last fiscal year

18

Indebtedness of Management

     Some of the officers and directors of the Corporation and the companies with which they are associated were customers of the banking subsidiaries of the Corporation. The loans to such officers and directors and the companies with which they are associated (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest and nature of collateral, as those prevailing at the time for comparable transactions with other persons, and (c) did not involve more than the normal risk of collectibility or present other unfavorable features.

     The subsidiaries of the Corporation have had, and expect to have in the future, banking transactions in the ordinary course of business with directors, officers, principal shareholders and their associates on the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with others.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation’s officers, directors and persons who own more than 10 percent of a registered class of the Corporation’s equity securities to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Officers, directors and greater than 10 percent shareholders are required by SEC regulation to furnish the Corporation with copies of all Forms 3, 4 and 5 they file.

     Based solely on the Corporation’s review of the copies of such forms that it has received and written representations from certain reporting persons that they were not required to file a Form 5 for the specified fiscal year, the Corporation believes that all of its officers, directors and greater than 10 percent shareholders complied with all filing requirements applicable to them with respect to transactions during fiscal 2003.2004.

SHAREHOLDER PROPOSALS

     If an eligible shareholder wishes to present a proposal to be included in the Corporation’s Proxy Statement and form of Proxy relating to the 20052006 Annual Meeting of Shareholders, it must be presented to management by certified mail, written receipt requested, not later than November 26, 2004.2005. Any such proposal must comply with Rule 14a-8 promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended. Any shareholder who intends to propose any other matter to be acted upon at the 20052006 Annual Meeting of Shareholders must inform the Corporation no later than February 7, 2005.2006. If notice is not provided by that date, the person(s) named in the Corporation’s Proxy for the 20052006 Annual Meeting will be allowed to exercise his or her discretionary authority to vote upon any such proposal without the matter having been discussed in the Proxy Statement for the 20052006 Annual Meeting. Proposals should be sent to First Financial Bancorp., Attention: Janie McCauley, Legal OfficerAssociate General Counsel and Secretary, 300 High Street, P.O. Box 476, Hamilton, Ohio 45012-0476.

ANNUAL REPORT

     The Corporation’s financial statements are not included in this Proxy Statement as they are not deemed material to the exercise of prudent judgment by the shareholders with respect to any proposal to be submitted at the Annual Meeting. The Corporation’s Annual Report for the year ended December 31, 2003,2004, is being mailed to each shareholder with the Proxy and Proxy Statement, but such Annual Report is not incorporated in this Proxy Statement and is not deemed to be a part of the Proxy soliciting material.

19

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003,2004, AND AS FILED WITH THE SEC WITHOUT CHARGE BY SUBMITTING A WRITTEN REQUEST TO THE FOLLOWING ADDRESS:

     The Annual Report on Form 10-K is also available through the Corporation’s Web site at www.ffbc-oh.com under the “Investor Information” link, by clicking on “SEC Filings.”

     Management and the Board of Directors of the Corporation know of no business to be brought before the meeting other than as set forth in this Proxy Statement. However, if any matters other than those referred to in this Proxy Statement should properly come before the meeting, it is the intention of the persons named in the enclosed Proxy to vote such Proxy on such matters in accordance with their best judgment.

     The expense of proxy solicitation will be borne by the Corporation. Proxies will be solicited by mail and may be solicited, for no additional compensation by some of the officers, directors and employees of the Corporation or its subsidiaries by telephone or in person. Brokerage houses and other custodians, nominees and fiduciaries may be requested to forward soliciting material to the beneficial owners of shares of the Corporation and will be reimbursed for their related expenses.

March 24, 2004

20

AppendixAPPENDIX A
Page 2

Committee meeting agendasFIRST FINANCIAL BANCORP. 1999 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS

SECTION 1. Purpose

The purpose of this 1999 Stock Option Plan for Non-Employee Directors is to promote the interest of First Financial Bancorp., its Subsidiaries and shareholders, by allowing the Corporation to attract and retain highly qualified non-employee directors by permitting them to obtain or increase their proprietary interest in the Corporation.

SECTION 2. Definitions and Construction

2.1 Definitions.As used in the Plan, terms defined parenthetically immediately after their use shall have the respective meanings provided by such definitions, and the terms set forth below shall have the following meanings (in either case, such terms shall apply equally to both the singular and plural forms of the terms defined):

     (a) “Board” means the Board of Directors of the Corporation.

     (b) “Cause” means a felony conviction of a Non-Employee Director or the failure of a Non-Employee Director to contest prosecution for a felony, or Non-Employee Director’s willful misconduct or dishonesty, any of which is determined by the Board to be directly and materially harmful to the business or reputation of the Corporation or its subsidiaries.

     (c) “Change in Control” means the happening of any of the following events:

          (i) the approval by the shareholders of the Corporation of a reorganization, merger or consolidation of the Corporation (“Corporate Transaction”) and the consummation of such Corporate Transaction, and as a result of such Corporate Transaction less than 75% of the outstanding voting securities of the surviving or resulting corporation will be owned in the aggregate by the former shareholders of the Corporation as the same shall have existed immediately prior to such Corporate Transaction; or

          (ii) the approval by the shareholders of the Corporation (or the Board of Directors or appropriate officers if shareholder approval is not required) of the sale by the Corporation of all or substantially all of its assets to another corporation, which is not a wholly owned subsidiary of the Corporation, and the consummation of such sale; or

          (iii) an acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding voting securities of the Corporation or the acquisition by such Person of the ability to control in any manner the election of a majority of the directors of the Corporation; excluding, however, the following: (a) an acquisition directly from the Corporation, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Corporation; (b) any acquisition by the Corporation; or (c) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation; or

          (iv) Within any period of two consecutive years commencing on or after the effective date of the Plan, individuals who at the beginning of such period (“Incumbent Directors”) constitute the Board cease for any reason to constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least a majority of the directors then in office who were directors at the beginning of the period, and any elected director so approved shall be the responsibility of the Committee chairperson, with the assistance of the internal auditor and input from Committee members. It is expected that management and key Committee advisers, and perhaps others, would participate in this process.

Written materials, including key performance indicators and measures related to key business and financial risks, shall be received from management, auditors, and others at least one week in advance of meeting dates. Meeting conduct will assume Committee members have reviewed written materials in sufficient depth to participate in Committee discussions.

The Committee shall request members of management, counsel, internal auditors, and external auditors, as applicable, to participate in Committee meetings, as necessary, to carry out the Committee responsibilities. Periodically and at least annually, the Committee shall meet in private session with only the Committee members. It shall be understood that either internal or external auditors, or counsel, may, at any time, request a meeting with the Committee or Committee chairperson with or without management attendance. In any case, the Committee shall meet in executive session separately with internal and external auditors, at least annually.

Reporting to Board of Directors

The Committee, through the Committee chairperson, shall report periodically, as deemed necessary, but at least semi-annually, to the full board of directors. The chairperson will orally summarize the Committee meeting, separately identifying monitoring activities from approvals, at the subsequent board of directors meeting.

Reporting to Shareholders

The Committee shall make available to shareholders a summary report on the scope of its activities. This may be identical to the report that appears in the Company’s annual proxy statement.

Committee’s Relationship with External and Internal Auditors

The external auditors, in their capacityconsidered as an independent, registered public accounting firm, shall report directly to the Committee. The Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of the external auditors (including resolution of disagreements between management and the external auditors regarding financial reporting).Incumbent Director.

Before the external auditors are engaged by the Company to render audit or permissible non-audit services, the engagement shall either be approved by the Committee or be entered into pursuant to pre-approval policies and procedures established by the Committee as necessary to maintain the independence of the external auditors under Rule 2-01(c)(7) of Regulation S-X, as promulgated by the SEC (17 C.F.R. §201.2-01(c)(7)).

The Committee shall annually review the performance (effectiveness, objectivity, and independence) of the external and internal auditors. The Committee shall ensure receipt of a formal written statement from the external auditors consistent with Independence Standards Board Standard No. 1. Additionally, the Committee shall discuss with the external auditors relationships or services that may affect auditor objectivity or independence. If the Committee is not satisfied with the external auditors’ assurances of independence, it shall take appropriate action to oversee the independence of the external auditors.

The internal audit function shall be responsible to the board of directors through the Committee.

If either the internal or external auditors identify significant issues relative to the overall board responsibility that have been communicated to management but, in their judgment have not been adequately addressed, they should communicate these issues to the Committee chairperson.

A-1

Appendix A
Page 3    ��(d) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

Primary Committee Responsibilities     (e) “Common Stock” means common shares, without par value, of the Corporation.

Monitor     (f) “Corporation” means First Financial ReportingBancorp., an Ohio corporation.

     (g) “Disability” means permanent and Risk Control Related Matterstotal disability as determined under procedures established by the Board for purposes of the Plan.

The Committee     (h) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

     (i) “Fair Market Value” means as of any given date the closing price of the Common Stock as reported by the NASDAQ National Market System. In the event that there are no such Common Stock transactions on such date, the Fair Market Value shall review and assess:be determined as of the immediately preceding date on which there were stock transactions. If there is no regular public trading market for such Common Stock, the Fair Market Value of the Common Stock shall be determined by the Board in good faith.

•

Risk Management– The Company’s business risk management process, including the adequacy of the Company’s overall control environment and controls in selected areas representing significant financial and business risk.

     (j) “Non-Employee Director” means a member of the Board who qualifies as a non-employee director as defined in Rule 16(b)-3(b)(3)(i), as promulgated by the Commission under the Exchange Act, or any successor definition adopted by the Commission.

•

Annual Reports and Other Major Regulatory Filings– All major financial reports in advance of filings or distribution.

     (k) “Option” means an option granted to an Optionee pursuant to the Plan.

•

Internal Controls and Regulatory Compliance– The Company’s system of internal controls for detecting accounting and reporting financial errors, fraud and defalcations, legal violations, and noncompliance with the code of ethics.

•

Internal Audit Responsibilities– The annual internal audit plan and the process used to develop the plan. Status of activities, significant findings, recommendations, and management’s response.

•

Regulatory Examinations– SEC inquiries and the results of examinations by other regulatory authorities in terms of important findings, recommendations, and management’s response.

•

External Audit Responsibilities– Auditor independence and the overall scope and focus of the annual/interim audit, including the scope and level of involvement with unaudited quarterly or other interim-period information.

•

Financial Reporting and Controls– Key financial statement issues and risks, their impact or potential effect on reported financial information, the processes used by management to address such matters, related auditor views, and the basis for audit conclusions. Important conclusions on interim and/or year-end audit work in advance of the public release of financials.

•

Auditor Recommendations– Important internal and external auditors’ recommendations on financial reporting, controls and other matters, including specifically, discussions with the external auditors regarding:

Management’s response to such recommendations and the views of management and auditors on the overall quality of annual and interim financial reporting.

     (m) “Optionee” means a Non-Employee Director who has been granted an Option or the personal representative, heir or legatee of an Optionee who has the right to exercise the Option upon the death of the Optionee.

•

Committee Performance– The Committee’s own performance as well as the Committee’s role and responsibilities, seeking input from senior management, the full board of directors, and others.

     (n) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof, including a “Group” as defined in Section 13(d).

The Committee     (o) “Plan” means this 1999 Stock Option Plan for Non-Employee Directors, as the same may be amended from time to time.

     (p) “Retirement” means retirement from the Board on or after age 70 or with the consent of the Board.

     (q) “Subsidiary” means, with respect to any company, any corporation or other Person of which a majority of its voting power, equity securities or equity interest is owned directly or indirectly by such company.

2.2 Gender and Number.Except where otherwise indicated by the context, reference to the masculine gender shall review, assess, and approve:

2.3 Severability.In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

A-2

SECTION 3. Shares Subject To The Plan

Appendix A
Page 4The stock to be offered under the Plan shall be shares of Common Stock, which may be unissued Common Stock or treasury Common Stock. Subject to the adjustments provided in Section 7, the aggregate number of shares of Common Stock to be delivered upon exercise of all Options granted under the Plan shall not exceed 500,000 shares. Shares of Common Stock subject to, but not delivered under, an Option terminating or expiring for any reason prior to its exercise in full shall be deemed available for Options to be granted thereafter during the term of the Plan.