================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                     For the period ended September 30, 2002

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934.
                        For the transition period from to

                        Commission File Number : 0-12499


                             First Financial Bancorp
             (Exact name of registrant as specified in its charter)


             California                                  94-28222858
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                   Identification No.)

   701 South Ham Lane, Lodi, California                      95242
 (Address of principal executive offices)                  (Zip Code)

                                 (209)-367-2000
              (Registrant's telephone number, including area code)

                                       NA
              (Former name, former address and former fiscal year,
                         if changed since last report.)

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

                                          [X] Yes [ ] No

         As of November 1, 2002 there were 1,614,300  shares of Common Stock, no
par value, outstanding.

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<PAGE>

                             FIRST FINANCIAL BANCORP

                                    FORM 10-Q

         FOR THE QUARTER AND NINE MONTH PERIOD ENDED SEPTEMBER 30, 2002
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                            Page
                                                                                                            ----

                                                 PART I

<S>          <C>                                                                                             <C>
Item 1.      Consolidated Financial Statements and Notes to Consolidated
             Financial Statements..................................................................            1

Item 2.      Management's Discussion  and Analysis of Financial Condition and
             Results of Operations ................................................................            9

Item 3.      Quantitative and Qualitative Disclosures about Market Risk............................           17


                                                 PART II

Item 1.      Legal Proceedings ....................................................................           17

Item 2.      Changes in Securities ................................................................           17

Item 3.      Defaults Upon Senior Securities ......................................................           17

Item 4.      Submission of Matters to a Vote of Security Holders ..................................           17

Item 5.      Other Information ....................................................................           17

Item 6.      Exhibits and Reports on Form 8-K .....................................................           17
</TABLE>


                                       i
<PAGE>

ITEM 1. FINANCIAL STATEMENTS

                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                   (Unaudited)
                       (in thousands except share amounts)

<TABLE>
<CAPTION>

                                                                                  September 30,    December 31,
Assets                                                                                2002             2001
------                                                                              --------        --------
<S>                                                                                 <C>             <C>
Cash and due from banks                                                             $ 14,517        $ 13,328
Federal funds sold and securities purchased under resale agreements                   12,028           6,129
Investment securities available for sale, at fair value                               31,043          41,015
Loans held for sale                                                                    6,188           3,876

Loans, net of deferred loan fees                                                     157,248         138,098
Less allowance for loan losses                                                         3,090           2,668
                                                                                    --------        --------

  Net loans                                                                          154,158         135,430

Premises and equipment, net                                                            6,975           7,185
Accrued interest receivable                                                            1,086           1,265
Other assets                                                                          20,057          17,947
                                                                                    --------        --------

    Total Assets                                                                    $246,052        $226,175
                                                                                    ========        ========

Liabilities and Stockholders' Equity

Liabilities:
    Deposits
       Noninterest bearing                                                          $ 36,338        $ 29,758
       Interest bearing                                                              174,222         171,813
                                                                                    --------        --------

          Total deposits                                                             210,560         201,571

    Accrued interest payable                                                             147             307
    Short term borrowings                                                              8,059           4,000
    Other liabilities                                                                  2,913           2,434
                                                                                    --------        --------

          Total liabilities                                                          221,679         208,312

    Obligated mandatorily redeemable capital
        securities of subsidiary trust                                                 5,000            --
                                                                                    --------        --------

Stockholders' equity:
    Preferred stock - no par value; authorized 1,000,000 shares, no shares
          issued and outstanding
    Common stock - no par value; authorized 9,000,000 shares, issued and
          outstanding in 2002 and 2001, 1,640,146 and 1,622,300 respectively          10,310          10,191
    Retained earnings                                                                  8,407           7,317
     Accumulated other comprehensive income                                              656             355
                                                                                    --------        --------
          Total stockholders' equity                                                  19,373          17,863
                                                                                    --------        --------

                                                                                    $246,052        $226,175
                                                                                    ========        ========

</TABLE>

See accompanying notes.


                                      -1-

<PAGE>

                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                        Consolidated Statements of Income
                                   (Unaudited)
                    (in thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                           Three Months Ended              Nine Months Ended
                                                              September 30,                   September 30,
                                                       --------------------------       -------------------------
                                                          2002              2001          2002             2001
                                                       -------            -------       -------           -------
<S>                                                    <C>                <C>             <C>               <C>
Interest income:
    Loans, including fees                              $ 3,081            $ 2,892         8,862             8,222
    Investment securities:
       Taxable                                             389                549         1,177             1,397
       Exempt from federal taxes                            39                 58           128               196
    Federal funds sold                                      30                 64           111               441
                                                       -------            -------       -------           -------
            Total interest income                        3,539              3,563        10,278            10,256

Interest expense:
    Deposit accounts                                       702              1,185         2,563             3,517
    Other borrowings                                        97                  1           201                 5
                                                       -------            -------       -------           -------
            Total interest expense                         799              1,186         2,764             3,522
                                                       -------            -------       -------           -------
        Net interest income                              2,740              2,377         7,514             6,734

Provision for loan losses                                  162                 55           538               245
                                                       -------            -------       -------           -------
        Net interest income after provision for
           loan losses                                   2,578              2,322         6,976             6,489

Noninterest income:
     Gain on sale of investment securities                 341                267           603               267
     Gain (loss) on sale of other real estate               (6)              --              16               222
     Gain on sale of loans                                 296                144           670               384
     Service charges                                       404                346         1,181             1,052
     Servicing fees from SBA and mortgage
         operations                                        114                 85           296               265
     Other                                                 269                188           792               551
                                                       -------            -------       -------           -------
        Total noninterest income                         1,418              1,030         3,558             2,741

Noninterest expense:
     Salaries and employee benefits                      1,644              1,508         4,720             4,309
     Occupancy                                             271                246           764               696
     Equipment                                             290                240           769               721
     Other                                                 875                939         2,833             2,654
                                                       -------            -------       -------           -------
        Total noninterest expense                        3,080              2,933         9,086             8,380
                                                       -------            -------       -------           -------
Income before provision for income taxes                   916                419         1,448               850
Provision for income tax expense                           304                 97           358               120
                                                       -------            -------       -------           -------
        Net income                                     $   612                322         1,090               730
                                                       =======            =======       =======           =======

Earnings per share:
                                                       -------            -------       -------           -------
         Basic                                         $  0.37               0.20          0.66              0.45
                                                       =======            =======       =======           =======

         Diluted                                       $  0.36               0.19          0.64              0.44
                                                       =======            =======       =======           =======
</TABLE>


See accompanying notes.


                                      -2-
<PAGE>


                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
     Consolidated Statement of Stockholders' Equity and Comprehensive Income
                                   (Unaudited)
                       (in thousands except share amounts)

<TABLE>
<CAPTION>
Nine Months Ended September 30, 2002

                                                                                                Accumulated
                                        Common       Common                                        Other
                                         Stock        Stock     Comprehensive     Retained     Comprehensive
            Description                 Shares       Amounts        Income        Earnings         Income           Total
------------------------------------- ------------ ------------ --------------- ------------- ----------------- ---------------
<S>                                    <C>          <C>           <C>                  <C>                 <C>        <C>
Balance at December 31, 2001           1,622,300    $  10,191                          7,317               355        17,863



Comprehensive income:
   Net income                                                     $     1,090          1,090                           1,090
                                                                ---------------
   Other comprehensive income:
      Unrealized holding gain
       arising during the current                                         657
       period, net of tax
       effect of $521
      Reclassification adjustment
       due to gains realized,
       net of tax effect of $247                                         (356)
      Total other comprehensive
          income, net of
          tax effect of $274                                                                               301           301
                                                                ---------------
                                                                          301
                                                                ---------------
      Comprehensive income                                        $     1,391
                                                                ===============
Options exercised                         31,516          281                                                            281
Stock repurchase                         (13,670)        (162)                                                          (162)
                                      ------------ ------------                 ------------- ----------------- ---------------
Balance at September 30, 2002          1,640,146   $   10,310                          8,407               656        19,373
                                      ============ ============                 ============= ================= ===============
</TABLE>

See accompanying notes.


                                      -3-
<PAGE>

                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                 (in thousands)
                         Nine Months Ended September 30,

<TABLE>
<CAPTION>

                                                                                         2002                2001
                                                                                      ---------           ---------
<S>                                                                                   <C>                 <C>
Cash flows from operating activities:
Net income                                                                            $   1,090           $     730
     Adjustments to reconcile net income to net cash
     used in operating activities:
          Loans held for sale:
              Increase in loans held for sale                                            (1,642)             (2,188)
              Gain on sale of loans                                                        (670)               (384)
          Increase in deferred loan income                                                   67                 129
          Depreciation and amortization                                                   1,313                 970
          Provision for loan losses                                                         538                 245
          Gain on sale of securities                                                       (603)               (267)
          Gain on sale of other real estate owned                                           (16)               (222)
          Decrease in accrued interest receivable                                           179                 105
          (Decrease) increase in accrued interest payable                                  (160)                 14
          Increase in other liabilities                                                     479                 551
          Increase in cash surrender value of life insurance                               (493)               (429)
          Increase in other assets                                                       (2,208)             (1,227)
                                                                                      ---------           ---------
                  Net cash used in operating activities                                  (2,126)             (1,973)

Cash flows from investing activities:
    Investment securities available-for-sale
       Purchases                                                                        (25,892)            (28,040)
       Proceeds from prepayments                                                          9,597               5,660
       Proceeds from maturity                                                             3,600               9,374
       Proceeds from sale                                                                23,487               3,578
    Net increase in loans made to customers                                             (47,463)            (27,668)
    Proceeds from sale of loans                                                          28,040              12,786
    Proceeds from sale of other real estate                                                 296                 627
    Purchase of cash surrender value life insurance                                          --              (2,000)
    Purchases of bank premises and equipment                                               (618)               (851)
                                                                                      ---------           ---------
                  Net cash used in investing activities                                  (8,953)            (26,534)

Cash flows from financing activities:
    Net increase in deposits                                                              8,989              28,985
    Proceeds from issuance of company obligated mandatorily redeemable
      securities of subsidiary trust                                                      5,000                  --
    Increase (decrease) in other borrowings                                               4,059              (4,588)
    Payment for fractional stock dividends                                                   --                  (4)
    Payments for repurchase of common stock                                                (162)                 --
    Proceeds from issuance of common stock                                                  281                  88
                                                                                      ---------           ---------
                  Net cash provided by financing activities                              18,167              24,481

                  Net increase (decrease) in cash and cash equivalents                    7,088              (4,026)

Cash and cash equivalents at beginning of period                                         19,457              21,024
                                                                                      ---------           ---------

Cash and cash equivalents at end of period                                            $  26,545           $  16,998
                                                                                      =========           =========

Supplemental Disclosures of Cash Flow Information:
    Cash paid for interest payments                                                   $   2,924           $   3,508
    Cash paid for taxes                                                                     707                 417
    Loans transferred to other real estate owned                                             --                  90
</TABLE>


See accompanying notes.


                                      -4-
<PAGE>

                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                    September 30, 2002 and December 31, 2001

(1) Summary of Significant Accounting Policies

    The  accounting  and  reporting  policies of First  Financial  Bancorp  (the
    Company)  and its  subsidiaries,  Bank of Lodi,  N.A.,  (the Bank),  Western
    Auxiliary  Corporation  (WAC) and First  Financial  (CA)  Statutory  Trust I
    conform with accounting  principles  generally accepted in the United States
    of  America  and  prevailing  practices  within  the  banking  industry.  In
    preparing the consolidated  financial statements,  management is required to
    make estimates and  assumptions  that affect the reported  amounts of assets
    and  liabilities as of the date of the balance sheet and revenue and expense
    for the period.  Actual results could differ from those estimates applied in
    the preparation of the consolidated financial statements.

    Certain amounts in the prior year have been reclassified to conform with the
    current presentation.  These  reclassifications have no effect on previously
    reported income.

(2) Earnings Per Share

    Per  share  information  is based on  weighted  average  number of shares of
    common  stock  outstanding  during each three and nine month  period.  Basic
    earnings  per share (EPS) is computed by dividing  net income  available  to
    common shareholders by the weighted average common shares outstanding during
    the period.  Diluted  earnings  per share is computed by dividing net income
    available to common  shareholders  by the  weighted  average  common  shares
    outstanding  during the period plus  potential  common  shares  outstanding.
    Diluted earnings per share reflects the potential  dilution that could occur
    if  securities  or other  contracts to issue common stock were  exercised or
    converted into common stock or resulted in the issuance of common stock that
    then shared in the earnings of the Company.

    The  following  table  provides  a  reconciliation   of  the  numerator  and
    denominator of the basic and diluted  earnings per share  computation of the
    three and nine month period ending September 30, 2002 and 2001:

<TABLE>
<CAPTION>

                                                                        Income             Shares        Per Share
         Three months ended September 30, 2002                       (numerator)       (denominator)       Amount
         ------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                 <C>                <C>
         Basic earnings per share                                       $  612,000          1,642,422          $ .37
         Effect of dilutive stock options                                        -             55,626              -
                                                                    ---------------    ---------------
         Diluted earnings per share                                     $  612,000          1,698,048          $ .36
                                                                    ===============    ===============

                                                                        Income             Shares        Per Share
         Three months ended September 30, 2001                       (numerator)       (denominator)       Amount
         ------------------------------------------------------------------------------------------------------------
         Basic earnings per share                                       $  322,000          1,614,300          $ .20
         Effect of dilutive stock options                                        -             38,537              -
                                                                    ---------------    ---------------
         Diluted earnings per share                                     $  322,000          1,652,837          $ .19
                                                                    ===============    ===============

                                                                        Income             Shares        Per Share
         Nine months ended September 30, 2002                        (numerator)       (denominator)       Amount
         ------------------------------------------------------------------------------------------------------------
         Basic earnings per share                                       $1,090,000          1,648,865          $ .66
         Effect of dilutive stock options                                        -             56,116              -
                                                                    ---------------    ---------------
         Diluted earnings per share                                     $1,090,000          1,704,981          $ .64
                                                                    ===============    ===============

                                                                        Income             Shares        Per Share
         Nine months ended September 30, 2001                        (numerator)        (denominator)      Amount
         ------------------------------------------------------------------------------------------------------------
         Basic earnings per share                                       $  730,000          1,607,178          $ .45
         Effect of dilutive stock options                                        -             37,562              -
                                                                    ---------------    ----------------
         Diluted earnings per share                                     $  730,000          1,644,740          $ .44
                                                                    ===============    ================
</TABLE>


                                      -5-
<PAGE>

                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                    September 30, 2002 and December 31, 2001


(3) Allowance for Loan Losses

    The  following  summarizes  changes in the allowance for loan losses for the
    nine month  periods  ended  September 30, 2002 and 2001 and the twelve month
    period ended December 31, 2001:
<TABLE>
<CAPTION>

         (in thousands)                                                9/30/02          9/30/01          12/31/01
                                                                    --------------    -------------    --------------
<S>                                                                 <C>                     <C>               <C>
         Balance at beginning of period                             $      2,668            2,499             2,499
           Loans charged off                                                (146)            (194)             (283)
           Recoveries                                                         30               22                61
           Provisions charged to operations                                  538              245               391
                                                                    --------------    -------------    --------------
         Balance at end of period                                   $      3,090            2,572             2,668
                                                                    ==============    =============    ==============
</TABLE>


 (4) Trust Preferred Securities


    On March 26,  2002,  First  Financial  (CA)  Statutory  Trust I  (Trust),  a
    Connecticut  statutory  business trust and 100%-owned  finance subsidiary of
    First Financial Bancorp, issued $5 million in floating rate Cumulative Trust
    Preferred Securities  (Securities).  The securities have an initial interest
    rate of 5.59%  and  mature  on March  26,  2032,  but  prior  redemption  is
    permitted under certain circumstances,  such as changes in tax or regulatory
    capital rules.  The principal asset of the Trust is a $5.2 million  floating
    rate subordinated debenture of the Company. The subordinated debenture bears
    an initial  interest  rate of 5.59% and matures  March 26, 2032,  subject to
    prior redemption under certain  circumstances.  First Financial Bancorp owns
    all of the common securities of the Trust.

    The Securities, the assets of the Trust, and the common securities issued by
    the Trust are  redeemable in whole or in part on or after March 26, 2007, or
    at any time in whole,  but not in part,  from the date of issuance  upon the
    occurrence of certain events.  The Securities are included in Tier 1 capital
    for regulatory capital adequacy determination  purposes,  subject to certain
    limitations.  The obligations of the Company with respect to the issuance of
    the Securities constitute a full and unconditional  guarantee by the Company
    of the Trust's obligation with respect to the Securities.

    Subject to certain exceptions and limitations, the Company may, from time to
    time, defer subordinated debenture interest payments,  which would result in
    a deferral of  distribution  payments on the related  Securities  and,  with
    certain  exceptions,  prevent  the  Company  from  declaring  or paying cash
    distributions  on the Company's  common stock or debt  securities  that rank
    junior to the subordinated debenture.



(5) Basis of Presentation

    First  Financial  Bancorp is the  holding  company  for Bank of Lodi,  N.A.,
    Western Auxiliary Corporation and First Financial (CA) Statutory Trust I. In
    the opinion of management, the accompanying unaudited consolidated financial
    statements reflect all adjustments  (consisting of normal recurring accruals
    and other accruals as explained above) necessary for a fair  presentation of
    financial  position as of the dates  indicated and results of operations for
    the periods shown. All material  intercompany accounts and transactions have
    been  eliminated in  consolidation.  In preparing the financial  statements,
    management  is required to make  estimates and  assumptions  that affect the
    reported amounts.  The results for the three and nine months ended September
    30, 2002 are not necessarily indicative of the results which may be expected
    for the year ended December 31, 2002. The unaudited  consolidated  financial
    statements   presented  herein  should  be  read  in  conjunction  with  the
    consolidated  financial  statements  and notes  included  in the 2001 Annual
    Report to Shareholders.


                                      -6-
<PAGE>

                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                    September 30, 2002 and December 31, 2001


(6) Impact Of Recently Issued Accounting Standards

    In July  2001,  the FASB  issued  Statement  No.  142,  Goodwill  and  Other
    Intangible  Assets.  Statement No. 142 requires that goodwill and intangible
    assets with  indefinite  useful  lives no longer be  amortized,  but instead
    tested for impairment at least annually in accordance with the provisions of
    Statement No. 142.  Statement No. 142 also requires that  intangible  assets
    with  definite  useful lives be amortized  over their  respective  estimated
    useful lives to their estimated residual values, and reviewed for impairment
    in accordance  with  Statement  No. 121,  Accounting  for the  Impairment of
    Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.

    The Company  adopted the provisions of Statement No. 142 on January 1, 2002.
    The  adoption  of  Statement  No. 142 did not have a material  impact on the
    financial  condition or operating results of the Company.  At June 30, 2002,
    the Company's goodwill totaled $16 thousand, net of accumulated amortization
    of $42 thousand and intangible assets  (consisting of core deposit premiums)
    totaled $412 thousand,  net of accumulated  amortization of $1,563 thousand.
    Goodwill and intangible assets are amortized over 7 years.

    The Financial  Accounting  Standards Board (FASB) issued  Statement No. 143,
    Accounting for Asset  Retirement  Obligations in August 2001. This Statement
    addresses financial accounting and reporting for obligations associated with
    the  retirement  of  tangible  long-lived  assets and the  associated  asset
    retirement  costs.  As a result,  FASB  Statement  No.  143  applies  to all
    entities  that have legal  obligations  associated  with the  retirement  of
    long-lived  tangible assets that result from the acquisition,  construction,
    development or normal use of the asset. As used in this  Statement,  a legal
    obligation  results from existing law, statute,  ordinance,  written or oral
    contract,  or by legal  construction  of a contract  under the  doctrine  of
    promissory estoppels. Statement No. 143 requires an enterprise to record the
    fair value of an asset retirement obligation as a liability in the period in
    which it  incurs a legal  obligation  associated  with the  retirement  of a
    tangible  long-lived  asset.  Since  the  requirement  is to  recognize  the
    obligation  when  incurred,  approaches  that  have been used in the past to
    accrue  the asset  retirement  obligation  over the life of the asset are no
    longer acceptable.  Statement No. 143 also requires the enterprise to record
    the contra to the initial  obligation as an increase to the carrying  amount
    of the related  long-lived  asset (i.e.,  the  associated  asset  retirement
    costs) and to  depreciate  that cost over the  remaining  useful life of the
    asset.  The  liability  is changed at the end of each  period to reflect the
    passage of time  (i.e.,  accretion  expense)  and  changes in the  estimated
    future cash flows underlying the initial fair value measurement. Enterprises
    are required to adopt  Statement  No. 143 for fiscal years  beginning  after
    June 15, 2002.  Early  adoption is  encouraged.  The Company does not expect
    adoption of  Statement  No. 143 to have a material  impact on the  financial
    condition or operating results of the Company.


                                      -7-
<PAGE>

                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                    September 30, 2002 and December 31, 2001


    On October 3, 2001,  the Financial  Accounting  Standards  Board issued FASB
    Statement No. 144,  Accounting  for the Impairment or Disposal of Long-Lived
    Assets,   which  addresses  financial   accounting  and  reporting  for  the
    impairment  or  disposal  of  long-lived  assets.  While  Statement  No. 144
    supersedes  FASB  Statement  No.  121,  Accounting  for  the  Impairment  of
    Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of, it retains
    many of the fundamental provisions of that Statement. Statement No. 144 also
    supersedes the  accounting  and reporting  provisions of APB Opinion No. 30,
    Reporting the Results of Operations--Reporting  the Effects of Disposal of a
    Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
    Events  and  Transactions,  for the  disposal  of a segment  of a  business.
    However,  it retains  the  requirement  in  Opinion 30 to report  separately
    discontinued  operations  and extends  that  reporting  to a component of an
    entity  that  either has been  disposed  of (by sale,  abandonment,  or in a
    distribution to owners) or is classified as held for sale. By broadening the
    presentation   of   discontinued   operations   to  include  more   disposal
    transactions,   the  FASB  has  enhanced  management's  ability  to  provide
    information that helps financial  statement users to assess the effects of a
    disposal  transaction  on the ongoing  operations of an entity.  The Company
    adopted the  provisions of Statement 144 on January 1, 2002. The adoption of
    Statement No. 144 did not have a material impact on the financial  condition
    or operating results of the Company.

    Statement Financial  Accounting Standards No. 145 rescinds SFAS No. 4, which
    requires all gains and losses from  extinguishment  of debt to be aggregated
    and, if material, classified as an extraordinary item, net of related income
    tax effect. As a result,  the criteria in Opinion No. 30 will now be used to
    classify  those gains and losses.  SFAS No. 64 amended SFAS No. 4, and is no
    longer  necessary  because SFAS No. 4 has been  rescinded.  The  accounting,
    disclosure and financial  statements provision of SFAS No. 145 are effective
    for financial  statements in fiscal years  beginning after May 15, 2002. Any
    gain  or  loss  on   extinguishment  of  debt  that  was  classified  as  an
    extraordinary  item in  prior  periods  presented  that  does  not  meet the
    criteria in Opinion No. 30 for classification as an extraordinary item shall
    be reclassified.  The implementation of Statement No. 145 is not expected to
    have a material  impact on the financial  condition or operating  results of
    the Company.

    The  Financial  Accounting  Standards  Board issued FASB  Statement No. 146,
    Accounting  for Costs  Associated  with Exit or  Disposal  Activities  which
    requires the Company to  recognize  costs  associated  with exit or disposal
    activities when they are incurred rather than at the date of a commitment to
    an exit or  disposal  plan.  SFAS 146  replaces  Emerging  Issues Task Force
    ("EITF")  Issue  No.  94-3,  "Liability  Recognition  for  Certain  Employee
    Termination  Benefits and Other Costs to Exit an Activity (including Certain
    Costs  Incurred in a  Restructuring)."  The provisions of SFAS 146 are to be
    applied  prospectively  to  exit  or  disposal  activities  initiated  after
    December 31, 2002.


                                      -8-
<PAGE>
Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Cautionary  Statement  for the  Purposes  of the Safe Harbor  Provisions  of the
Private Securities Litigation Reform Act of 1995.

The Company is including the following cautionary statement to take advantage of
the "Safe Harbor" provisions of the Private Securities  Litigation Reform Act of
1995 for any  forward-looking  statement  made by, or on behalf of, the Company.
The factors  identified in this cautionary  statement are important factors (but
not necessarily all important factors) that could cause actual results to differ
materially from those expressed in any forward-looking  statement made by, or on
behalf of, the Company.

Where any such forward-looking statement includes a statement of the assumptions
of bases underlying such forward-looking  statement,  the Company cautions that,
while it believes such  assumptions  or bases to be reasonable and makes them in
good faith,  assumed facts or bases almost always vary from actual results,  and
the  differences  between  assumed  facts or bases  and  actual  results  can be
material,  depending  on  the  circumstances.   Where,  in  any  forward-looking
statement,  the Company expresses an expectation or belief as to future results,
such  expectation  or belief is  expressed  in good faith and believed to have a
reasonable  basis,  but  there  can  be  no  assurance  that  the  statement  of
expectation or belief will result, or be achieved or accomplished.

Taking into account the foregoing, such risks and uncertainties include, but are
not  limited  to, the  following  factors:  competitive  pressure in the banking
industry; changes in the interest rate environment; general economic conditions,
either  nationally  or  regionally  becoming  less  favorable  than expected and
resulting  in, among other  things,  a  deterioration  in credit  quality and an
increase in the provision for possible  loan losses;  changes in the  regulatory
environment;  changes  in  business  conditions;  volatility  of rate  sensitive
deposits; operational risks, including data processing system failures or fraud;
asset/liability   matching  risks  and  liquidity  risks;  and  changes  in  the
securities markets.

The  following  discussion  addresses  information  pertaining  to the financial
condition  and results of  operations  of the Company  that may not be otherwise
apparent  from a review of the  consolidated  financial  statements  and related
footnotes.  It should be read in  conjunction  with those  statements  and notes
found on pages 1 through 8, as well as other  information  presented  throughout
this report.

Critical Accounting Policies and Estimates

The Company's  discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States. The preparation of these financial statements requires the
Company to make  estimates  and  judgments  that affect the reported  amounts of
assets,  liabilities,  income and expenses, and related disclosure of contingent
assets  and  liabilities.  On an  on-going  basis,  the  Company  evaluates  its
estimates,  including those related to the allowance for loan losses, other real
estate owned,  investments and income taxes.  The Company bases its estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions.

The Company believes the following critical  accounting policies affect its more
significant  judgments and estimates used in the preparation of its consolidated
financial  statements.  The  Company  maintains  an  allowance  for loan  losses
resulting  from the inability to make required loan  payments.  If the financial
conditions  of the  Company's  customers  were to  deteriorate,  resulting in an
impairment  of their  ability to make  payments,  additional  allowances  may be
required.  The  Company  invests in debt and equity  securities.  If the Company
believes these securities have experienced a decline in value that is other than
temporary,  an investment impairment charge is recorded.  Future adverse changes
in market conditions or poor operating  results of underlying  investments could
result  in  losses  or an  inability  to  recover  the  carrying  value  of  the
investments that may not be reflected in an investment's carrying value, thereby
requiring an impairment charge in the future.


                                      -9-
<PAGE>
The  following  discussion  addresses  information  pertaining  to the financial
condition  and results of  operations  of the Company  that may not be otherwise
apparent  from a review of the  consolidated  financial  statements  and related
footnotes.  It should be read in  conjunction  with those  statements  and notes
found on pages 1 through 8, as well as other  information  presented  throughout
this report.

Controls and Procedures

Within the 90 days prior to the date of this report,  the Company carried out an
evaluation,  under the supervision and with the  participation  of the Company's
management,  including the Company's Chief Executive Officer and Chief Financial
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure controls and procedures  pursuant to Exchange Act Rule 13a-14.  Based
upon the  evaluation,  the Chief Executive  Officer and Chief Financial  Officer
concluded that the Company's  disclosure  controls and procedures are effective.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.

Changes in Financial Condition

Consolidated total assets at September 30, 2002 were approximately $246 million,
which  represents  an increase of $19,877  thousand,  or 8.8%,  above the figure
reported at December 31, 2001. The increase in total assets was  attributable to
an $8,989  thousand,  or 4.5% increase in deposits,  and a $4,059  thousand,  or
101.5%  increase in short term  borrowings as compared to December 31, 2001. The
increase is also  attributable to the $5,000 thousand  proceeds from issuance of
company  obligated  mandatorily  redeemable  securities  of a  subsidiary  trust
(preferred trust). The growth in deposits is the result of a $6,580 thousand, or
22.1%, increase in demand deposit accounts,  $11,120 thousand, or 52.4% increase
in money market accounts, $5,578 thousand, or 17.5% increase in savings accounts
and a $14,740  thousand,  or 21.1%  decrease  in  Certificates  of Deposit  from
December 31, 2001 to September 30, 2002. The decrease in certificates of deposit
resulted  from  management's  continued  decision  to focus on  increasing  core
deposits rather than pay higher interest rates for  certificates of deposit.  In
order to maintain a desired level of liquidity,  the company obtained short-term
borrowings and sold securities under agreements to repurchase (reverse repo).

Total  gross  loans,  which  include  loans  held for  sale,  increased  $21,462
thousand,  or 15.1%,  from  December  31, 2001 to September  30,  2002.  The net
increase in gross loans is the result of a $8,608 thousand, or 16.3% increase in
real estate loans,  $4,035  thousand,  or 29.4% increase in construction  loans,
$3,637  thousand,  or 12.2%  increase in SBA loans,  $2,312  thousand,  or 59.6%
increase in loans held for sale, $2,060 thousand, or 9.2% increase in commercial
loans,  $1,455  thousand,  or 9.0%  increase  in  agricultural  loans and a $561
thousand, or 15.3% decrease in consumer loans.

Allowance for Loan Losses

The  allowance  for loan  losses  (the  "allowance")  is  established  through a
provision  for loan losses  charged to expense.  The  allowance at September 30,
2002 increased $422 thousand, or 15.8%, when compared to December 31, 2001, as a
result of a  provision  for $538  thousand  and net charge  offs  totaling  $115
thousand.  This  compares to a  provision  of $245  thousand  for the first nine
months of 2001. The increased provision is a result of the general growth of the
loan portfolio  during the first nine months of 2002 ($21.5  million,  or 15.1%)
exceeding the rate that  occurred  during the first nine months of 2001 ($17,063
thousand, or 14.9%).

At September  30, 2002,  nonperforming  loans were $2,946  thousand,  or 1.8% of
gross loans outstanding. This compares to $3,246 thousand or 2.3% of gross loans
outstanding at December 31, 2001. The allowance to  nonperforming  loan coverage
ratio  increased to 1.05 times at September 30, 2002 from 0.82 times at December
31, 2001.  Management  continues to actively  work to resolve the  nonperforming
loans,  the majority of which are secured by real estate that, in the opinion of
management, are well collateralized.  Management believes the allowance for loan
losses  at  September  30,  2002 is  adequate  to absorb  known  and  reasonably
estimable loan losses.  However, there can be no assurances that future economic
events may negatively impact the Bank's  borrowers,  thereby causing loan losses
to exceed the current allowance.


                                      -10-
<PAGE>

The  following  tables  depict  activity  in the  allowance  for loan losses and
allocation  of reserves  as of and for the nine months and year ended  September
30, 2002 and December 31, 2001, respectively:

Analysis of the Allowance for Loan Losses

                                                September 30,       December 31,
    (in thousands)                                  2002                2001
                                                -----------         -----------
    Balance at beginning of period              $   2,668           $   2,499
       Charge-offs:
         Commercial                                   (59)               (226)
         Real estate                                  (62)                 --
         Consumer                                     (25)                (57)
                                                -----------         -----------
      Total charge-offs                              (146)               (283)
      Recoveries:
         Commercial                                    24                  21
         Real estate                                   --                  --
         Consumer                                       6                  40
                                                -----------         -----------
      Total recoveries                                 30                  61
                                                -----------         -----------
    Net charge-offs                                  (116)               (222)
    Provision charged to operations                   538                 391
                                                -----------         -----------
    Balance at end of period                    $   3,090           $   2,668
                                                ===========         ===========

<TABLE>
<CAPTION>
Allocation of the Allowance for Loan Losses

                                            ------------------------------     -----------------------------
                                                   September 30, 2002                December 31, 2001
                                            ------------------------------     -----------------------------
                                                 Amount         Percent           Amount          Percent
Loan Category                                   (000's)        of Loans           (000's)         of Loans
----------------------------------------    -------------    -------------     -------------   -------------
<S>                                             <C>              <C>               <C>             <C>
Commercial and other real estate                $ 2,229           86.80%           $ 2,122          87.82%
Real estate construction                            790           11.23%               466           9.61%
Installment and other                                71             .97%                80           2.57%
                                                $ 3,090          100.00%           $ 2,668         100.00%
</TABLE>


Investments

Investments consist of federal funds sold and investment securities.  Investment
securities  decreased  $9,972  thousand,  or 24.3%,  from  December  31, 2001 to
September 30, 2002. Federal funds sold increased $5,899 thousand,  or 96.2% from
December 31, 2001 to September 30, 2002.  The decrease in investment  securities
and the corresponding  increase in federal funds sold are due to prepayments and
maturities  of  mortgage-backed  securities.  The  funds  provide  cash flow for
funding new loan growth.

Equity

Consolidated  equity  increased  $1,510  thousand  from  December  31,  2001  to
September  30,  2002.   Consolidated  equity  represented  7.87%  and  7.90%  of
consolidated  assets at September 30, 2002 and December 31, 2001,  respectively.
In addition to the earnings of $1,090 thousand, equity capital increased by $281
thousand from the exercise of stock options over the nine months ended September
30, 2002 and $301 thousand to reflect the increase in the after-tax market value
of the available-for-sale  investment securities portfolio.  The increase in the
investment security  portfolio's market value reflects the decrease in the level
of market  interest  rates at September  30, 2002 compared to December 31, 2001.
Year-to-date  capital  reductions  totaled  $162  thousand  resulting  from  the
repurchase of shares of the Company's common stock. The total risk-based capital
ratio for the  Company's  wholly  owned  subsidiary,  Bank of Lodi was 10.99% at
September 30, 2002 compared to 10.24% at December 31, 2001. The Bank's  leverage
capital ratio was 8.16% at September 30, 2002 versus 7.45% at December 31, 2001.
The  capital   ratios  are  in  excess  of  the   regulatory   minimums   for  a
well-capitalized bank.

The funds for the capital contribution by the holding company were provided as a
result of a $5 million floating rate pooled trust preferred  securities offering
which closed March 26, 2002.  Subsequent to the issuance of the trust  preferred
securities the Company  announced a stock repurchase  program  effective through
December 31, 2002 whereby the Company,  as authorized by the Board of Directors,
intends to purchase up to $2 million of the Company's  common stock in privately
negotiated transactions or on the open market. The Board allocated $2 million of
the proceeds from the trust preferred securities offering to be used to fund the
stock repurchase program.


                                      -11-
<PAGE>

Changes in Results of  Operations  - Three and Nine Months ended  September  30,
2002

<TABLE>
<CAPTION>
Summary of Earnings Performance

                                     ------------------------      ------------------------
                                         Three Months Ended            Nine Months Ended
                                            September 30,                September 30,
                                     ------------------------      ------------------------
                                        2002           2001           2002           2001
                                     ---------      ---------      ---------      ---------
<S>                                  <C>            <C>            <C>           <C>
Earnings (in thousands)              $    612       $    322       $   1,090     $    730
Basic earnings per share             $   0.37       $   0.20       $    0.66     $   0.45
Diluted earnings per share           $   0.36       $   0.19       $    0.64     $   0.44
Return on average assets                 1.01%          0.62%           0.62%        0.49%
Return on average equity                12.97%          7.70%           7.90%        5.78%
Average equity to average assets         7.75%          8.07%           7.79%        8.54%
</TABLE>


The Company  reported net income of $612 thousand ($.36 per share,  diluted) for
the three months ended  September 30, 2002,  compared to $322 thousand ($.19 per
share,  diluted)  for the same  period in 2001.  Net income for the nine  months
ended September 30, 2002 was $1,090 thousand ($.64 per share,  diluted) compared
to $730 thousand ($.44 per share,  diluted).  The increase in net income for the
third quarter in 2002 when compared to the same period one year ago is due to an
increase of $363 thousand in net interest  income,  an increase of $107 thousand
in the  provision for loan losses,  an increase of $388 thousand in  noninterest
income,  an increase of $147 thousand in noninterest  expense and an increase of
$207  thousand in the  provision  for income  taxes.  The increase in net income
during the first nine months of 2002 when compared to the same period in 2001 is
due to an increase of $780 thousand in net interest income,  an increase of $293
thousand in the  provision  for loan  losses,  an  increase of $817  thousand in
noninterest  income, an increase of $706 thousand in noninterest  expense and an
increase of $238 thousand in the provision for income taxes.


                                      -12-
<PAGE>

Net Interest Income

The following tables provide a detailed  analysis of the net interest spread and
net interest margin for the periods indicated:
<TABLE>
<CAPTION>

                                 ------------------------------------------------------------------------------------------
                                                         For the Three Months Ended September 30,
                                 ------------------------------------------------------------------------------------------
                                                   2002                                            2001
                                 -------------------------------------------    -------------------------------------------
                                   Average          Income/         Yield        Average           Income/         Yield
  (dollars in thousands)           Balance          Expense          (1)          Balance          Expense          (1)
                                 -----------     -------------    ----------    -----------     ------------    -----------
<S>                              <C>             <C>                 <C>        <C>             <C>                 <C>
Earning Assets (1):
Investment securities (2)        $   36,766      $        428        4.67%      $   43,536      $       607          5.59%
Federal funds sold                    7,020                30        1.71%           7,178               64          3.58%
Loans (2) (3)                       160,315             3,081        7.71%         123,737            2,892          9.37%
                                 -----------     -------------    ----------    -----------     ------------    -----------
                                 $  204,101      $      3,539        6.95%      $      451      $     3,563          8.19%
                                 ===========     =============    ==========    ===========     ============    ===========
Liabilities (1):
Non-interest bearing
deposits                         $   37,053      $         --           --      $   26,362      $        --            --
Savings, money market, &
NOW deposits                        118,508               332        1.12%          90,853              300          1.32%
Time deposits                        56,347               370        2.63%          71,069              885          4.99%
Other borrowings                     10,724                97        3.63%              96                1          4.18%
                                 -----------     -------------    ----------    -----------     ------------    -----------
Total Liabilities                $  222,632      $        799        1.44%      $      380      $     1,186          2.53%
                                 ===========     =============    ==========    ===========     ============    ===========
Net Interest Spread                                                  5.51%                                           5.66%
                                                                  ==========                                    ===========

                                 ------------------------------------------------------------------------------------------
                                   Earning           Income                       Earning          Income
                                    Assets          (Expense)       Yield          Assets         (Expense)        Yield
                                 -----------     -------------    ----------    -----------     ------------    -----------
Yield on average earning         $  204,101      $      3,539         6.95%     $  174,451      $     3,563          8.19%
assets
Cost of funding average
earning assets                   $  204,101              (799)       (1.57)%    $  174,451           (1,186)        (2.73)%
                                                 -------------    ----------                    ------------    -----------
Net Interest Margin              $  204,101      $        740         5.38%     $  174,451      $       377          5.46%
                                                 =============    ==========                    ============    ===========
<FN>
          (1)  Yield for period annualized on actual number of days in period and based on a 365-day year.
          (2)  Income on tax-exempt securities has not been adjusted to a tax equivalent basis.
          (3)  Nonaccrual  loans are included in the loan totals for each period;  however, only collected interest on such loans is
               included in interest income.
</FN>
</TABLE>


                                      -13-
<PAGE>
<TABLE>
<CAPTION>

                                 ------------------------------------------------------------------------------------------
                                                         For the Nine Months Ended September 30,
                                 ------------------------------------------------------------------------------------------
                                                   2002                                            2001
                                 -------------------------------------------    -------------------------------------------
                                   Average          Income/         Yield        Average           Income/         Yield
  (dollars in thousands)           Balance          Expense          (1)          Balance          Expense          (1)
                                 -----------     -------------    ----------    -----------     ------------    -----------
<S>                              <C>             <C>                 <C>        <C>             <C>                 <C>
Earning Assets (1):
Investment securities (2)        $   35,690      $      1,305        4.89%      $   34,143      $     1,593         6.24%
Federal funds sold                    8,428               111        1.76%          12,734              441         4.63%
Loans (2) (3)                       152,858             8,862        7.75%         118,841            8,222         9.25%
                                 -----------     -------------    ----------    -----------     ------------    -----------
                                 $  196,976      $     10,278        6.98%      $      718      $    10,256         8.27%
                                 ===========     =============    ==========    ===========     ============    ===========
Liabilities (1):
Non-interest bearing
deposits                         $   33,954      $         --           --      $   24,439      $        --            --
Savings, money market, &
NOW deposits                        109,919             1,015        1.23%          89,320              967         1.45%
Time deposits                        64,105             1,549        3.23%          64,800            2,550         5.26%
Other borrowings                      9,012               200        2.97%             126                5         5.31%
                                 -----------     -------------    ----------    -----------     ------------    -----------
Total Liabilities                $  216,990      $      2,764        1.70%      $      685      $     3,522         2.64%
                                 ===========     =============    ==========    ===========     ============    ===========
Net Interest Spread                                                  5.28%                                          5.63%
                                                                  ==========                                    ===========

                                 ------------------------------------------------------------------------------------------
                                  Earning           Income                       Earning           Income
                                  Assets          (Expense)         Yield         Assets         (Expense)        Yield
                                 -----------     -------------    ----------    -----------     ------------    -----------
Yield on average earning         $  196,976      $     10,278        6.98%      $  165,718      $    10,256         8.27%
assets
Cost of funding average
earning assets                   $  196,976            (2,764)      (1.88)%     $  165,718           (3,522)       (2.84)%
                                                 -------------    ----------                    ------------    -----------
Net Interest Margin              $  196,976      $      7,514        5.10%      $  165,718      $     6,734         5.43%
                                                 =============    ==========                    ============    ===========
<FN>

          (1)  Yield for period annualized on actual number of days in period and based on a 365-day year.
          (2)  Income on tax-exempt securities has not been adjusted to a tax equivalent basis.
          (3)  Nonaccrual loans are included in the loan totals for each period;  however,  only collected interest on such loans is
               included in interest income.
</FN>
</TABLE>

Interest  income for the third  quarter of 2002  decreased by $24  thousand,  or
0.7%,  over the same quarter of 2001.  The net interest  margin of 5.38% for the
third quarter of 2002 decreased from 5.46% for the third quarter of 2001.  While
the average  earning  assets  increased for the third quarter 2002 over the same
period of 2001,  interest rates decreased  significantly  resulting in decreased
interest income. For the first nine months of 2002, interest income increased by
$22  thousand,  or 0.2%,  over the same  period one year ago.  The net  interest
margin of 5.10% for the first nine months of 2002  decreased from 5.43% over the
same  period one year ago.  Comparing  the first nine months of 2002 to the same
period  of 2001,  interest  income  increased  as a result of the  increases  in
average loans and earning assets  combined with the recovery of interest  income
from nonperforming loans.

                                      -14-
<PAGE>

Average gross loans for the three months ended  September 30, 2002  increased by
$36,578  thousand,  or 29.6%  compared to the prior year quarter.  For the first
nine months of 2002,  average gross loans increased $34,017 thousand,  or 28.6%,
compared to the first nine  months of 2002.  Average  liabilities  for the three
months  ended  September  30,  2002  increased  by $34,252  thousand,  or 18.2%,
compared  to the prior year  quarter.  The average  rate paid on savings,  money
market and NOW  accounts  decreased  from 1.32% in the third  quarter of 2001 to
1.12% for the third quarter of 2002.  The average rate paid on  certificates  of
deposits  decreased,  from 4.99% for the third  quarter of 2001 to 2.63% for the
same  quarter of 2002.  For the first nine months of 2002,  average  liabilities
increased $38,305 thousand, or 21.4%, compared to the first nine months of 2001.

Interest income is also affected by nonaccrual loan activity.  Interest  forgone
or reversed on  nonaccrual  loans  during the third  quarter of 2002 totaled $67
thousand and during the first nine months of 2002 totaled  $237  thousand.  When
combined with the collection of interest on nonaccrual loans of $72 thousand for
the third quarter and $252 thousand year-to-date,  there is a net recovery of $5
thousand for the third quarter of 2002 or $15 thousand for the first nine months
of 2002.

Average  non-interest  bearing  deposits  have  increased  as a percent of total
demand  deposits  from a year  ago and  make up 17%  and  16% of  average  total
deposits for the third quarter and first nine months of 2002,  respectively,  as
compared to 14% for both the third  quarter and first nine months of 2002.  This
has helped to keep down the cost of funding earning assets. Average certificates
of deposit for the third  quarter and the first nine months of 2002 were 27% and
31% of  average  deposits,  respectively,  compared  to 38% and 36% for the same
periods of 2001.

Provision for Loan Losses

The  provision  for loan  losses  for the three  and nine  month  periods  ended
September  30, 2002 was $162 and $538  thousand  compared  with $55 thousand and
$245 thousand for the three and nine months  periods  ended  September 30, 2001.
Also see "Allowance for Loan Losses" contained herein.

Noninterest Income

Noninterest  income for the third quarter of 2002 increased  $388  thousand,  or
37.7%,  over the same  period  last  year.  For the first  nine  months of 2002,
non-interest income increased $817 thousand, or 29.8% compared to the first nine
months of 2001.

Gains on the sale of  investment  securities  totaling  $341  thousand  and $603
thousand were realized during the three and nine month periods ending  September
30,  2002,  respectively.  Gains on the sale of  investment  securities  of $267
thousand  were  realized  for  both the  three  and nine  month  periods  ending
September 30, 2001.

Service  charge income for the third quarter  increased $58 thousand,  or 16.8%,
compared to the same quarter of 2001. For the first nine months of 2002, service
charge income  increased  $129  thousand,  or 12.3%,  compared to the first nine
months of 2001. The increases are consistent with the growth in average interest
bearing demand deposits and savings accounts in 2002 as compared to 2001.

Income from the  premiums and fees from SBA and  mortgage  operations  increased
$181 thousand, or 79.0%, compared to the prior year third quarter. For the first
nine  months  of 2002,  premiums  and  fees  from  SBA and  mortgage  operations
increased  $317 thousand,  or 48.8%,  compared to the first nine months of 2001.
The  increase  in income  is a result of  increases  in total  volumes  of loans
generated and sold,  particularly in the area of mortgage loans. The increase in
mortgage  loan  activity is  attributable  to the  decline in  mortgage  lending
interest rates that has resulted in an increase in the  origination of new loans
in addition to increased refinancing activity of existing loans.

The Company  purchased  single-premium  life insurance  policies  written on the
lives of  certain  officers  and  directors  of the  Company  and the Bank.  The
increase  in the cash  surrender  value of these  policies  is included in other
noninterest  income.  For the three and nine months ended September 30, 2002 the
cash  surrender  value  of life  insurance  increased  $156  thousand  and  $493
thousand,  respectively.  For the same periods of 2001, the cash surrender value
increased $144 thousand and $429 thousand.

The Bank  introduced a new debit card product during the fourth quarter of 2001.
Income  generated from the debit card is included in other  noninterest  income.
For the third quarter of 2002,  debit card income  totaled $27 thousand and year
to date income totaled $78 thousand. Other noninterest income also includes fees
charged to non-bank  customers for use of the Bank's  automated teller machines.
For the  three  and  nine  month  periods,  income  from  noncustomers  ATM fees
increased $30 thousand and $68 thousand, respectively compared to 2001.


                                      -15-
<PAGE>

Noninterest Expenses

Noninterest expenses increased by $147 thousand,  or 5.0%, compared to the prior
year quarter. For the first nine months of 2002,  non-interest expense increased
$706 thousand,  or 8.4%, compared to the first nine months of 2001. The increase
in non-interest  expense results primarily from increases in salary and benefits
and occupancy  expenses  combined with decreases in third party data processing,
consulting, and problem loan resolution expenses.

For the third  quarter,  salary and employee  benefits  expense  increased  $136
thousand, or 9.0%, occupancy expense increased $25 thousand, or 10.2%, equipment
expense increased $50 thousand, or 20.8%, while problem loan resolution expenses
decreased $30 thousand, or 111.1%, compared to the prior year.

Year to date, salary and employee  benefits expense increased $411 thousand,  or
9.5%,  occupancy  expense  increased $68 thousand,  or 9.8%,  equipment  expense
increased $48 thousand,  or 6.7%, and accounting fees increased $60 thousand, or
72.3%,  while  consulting  expenses  decreased  $45  thousand,  or 46.4%,  legal
expenses decreased $33 thousand,  or 22.9%, and problem loan resolution expenses
decreased $28 thousand, or 48.3%, compared to the prior year.

Salary and employee  benefits  expense  increased as a result of the addition of
certain staffing positions combined with general merit increases in salaries and
increased  employee benefit costs. The increase in equipment  expenses  occurred
primarily  as a result  of the  increase  in  depreciation  expense  for the new
equipment combined with other general upgrades in equipment and technology.  The
increase in the accounting expenses relates primarily to the Company's expansion
of its internal audit function.


Income Taxes

The Company  recorded a tax provision of $304  thousand and $97 thousand  during
the third quarter of 2002 and 2001,  respectively.  For the first nine months of
2002,  the provision  for income taxes  totaled $358  thousand  compared to $120
thousand for the first nine months of 2001.  The increase in income taxes during
the three month and nine month  periods  ending June 30, 2002 as compared to the
same  periods in 2001 is  primarily  related to an  overall  increase  in pretax
earnings.

Liquidity

The Company's  primary source of liquidity is dividends from the Bank, which are
subject to regulatory  limitations.  The Company's primary uses of liquidity are
associated  with  dividend  payments  made to the  shareholders,  and  operating
expenses.

The Bank's  liquidity is managed on a daily basis by maintaining  cash,  federal
funds sold, and short-term investments at levels commensurate with the estimated
requirements  for loan  demand and  fluctuations  in  deposits.  Loan demand and
deposit  fluctuations  are affected by a number of factors,  including  economic
conditions,  seasonality  of the  borrowing and deposit  bases,  and the general
level of  interest  rates.  The  Bank  maintains  three  lines  of  credit  with
correspondent  banks as a  supplemental  source of  short-term  liquidity in the
event that saleable  investment  securities  and loans or available new deposits
are not adequate to meet liquidity needs. The Bank has also established  reverse
repurchase  agreements  with two  brokerage  firms  which  allow for short  term
borrowings that are secured by the Bank's  investment  securities.  Furthermore,
the Bank may also borrow on a short-term  basis from the Federal  Reserve in the
event that other liquidity sources are not adequate.

At September 30, 2002 liquidity was considered adequate,  and funds available in
the local deposit market and scheduled  maturities of investments are considered
sufficient  to meet  long-term  liquidity  needs.  Compared  to  2001  liquidity
increased in 2002 as a result of the growth in deposit  portfolio  combined with
the sales and maturities of available-for-sale investment securities.

Basis of Presentation

First  Financial  Bancorp is the  holding  company  for Bank of Lodi,  N.A.  and
Western Auxiliary  Corporation.  In the opinion of management,  the accompanying
unaudited consolidated financial statements reflect all adjustments  (consisting
of normal  recurring  accruals and other accruals as explained  above) necessary
for a fair  presentation  of financial  position as of the dates  indicated  and
results of operations for the periods shown. All material  intercompany accounts
and  transactions  have been  eliminated  in  consolidation.  In  preparing  the
financial  statements,  management is required to make estimates and assumptions
that  affect the  reported  amounts.  The  results for the three and nine months
ended September 30, 2001 are not necessarily indicative of the results which may
be expected for the year ended  December 31, 2001.  The  unaudited  consolidated
financial  statements  presented  herein should be read in conjunction  with the
consolidated  financial  statements and notes included in the 2001 Annual Report
to Shareholders.


                                      -16-
<PAGE>

ITEM 3.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

While there are several  varieties of market risk,  the market risk  material to
the Company and the Bank is interest  rate risk.  Within the context of interest
rate risk,  market  risk is the risk of loss due to  changes in market  interest
rates that have an adverse effect on net interest income,  earnings,  capital or
the fair  value of  financial  instruments.  Exposure  to this type of risk is a
regular part of a financial institution's operations. The fundamental activities
of making  loans,  purchasing  investment  securities,  and  accepting  deposits
inherently  involve  exposure to interest  rate risk.  The Company  monitors the
repricing  differences  between  assets and  liabilities  on a regular basis and
estimates  exposure to net interest income,  net income,  and capital based upon
assumed  changes in the market yield curve.  As of and for the nine months ended
September 30, 2002, there were no material changes in the market risk profile of
the Company or the Bank as described in the Company's 2001 Form 10-K.

PART II -- OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  Not Applicable.

ITEM 2.           CHANGES IN SECURITIES

                  Not Applicable.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

                  Not Applicable.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  Not Applicable

ITEM 5.           OTHER INFORMATION

                  Not Applicable

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

       (a)        Exhibits

                  99.1     Certification of Registrant's Chief Executive Officer
                           Pursuant To 18 U.S.C. Section 1350

                  99.2     Certification of Registrant's Chief Financial Officer
                           Pursuant To 18 U.S.C. Section 1350



       (b)        Reports on Form 8-K

                  Not Applicable


                                      -17-
<PAGE>

                                   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 thereunto duly authorized.


                                                  FIRST FINANCIAL BANCORP




Date: November 13, 2002                           /s/ Allen R. Christenson
                                                  ------------------------
                                                  Allen R. Christenson
                                                  Senior Vice President
                                                  Chief Financial Officer


                                      -18-
<PAGE>

I, Leon Zimmerman, certify that:

1.       I have reviewed this quarterly  report on Form 10-Q of First  Financial
         Bancorp;

2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this quarterly report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         b)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         c)       presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

         a)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly  report  whether  or not there  were  significant  changes in
         internal controls or in other factors that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.



Date: November 13, 2002


                                            /s/ Leon Zimmerman
                                            -----------------------
                                            Chief Executive Officer


                                      -19-
<PAGE>


I, Allen R. Christenson, certify that:

1.       I have reviewed this quarterly  report on Form 10-Q of First  Financial
         Bancorp;

2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this quarterly report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         b)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         c)       presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

         a)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly  report  whether  or not there  were  significant  changes in
         internal controls or in other factors that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.



Date: November 13, 2002


                                          /s/Allen R. Christenson
                                          -----------------------
                                          Chief Financial Officer


                                      -20-