FIRST FINANCIAL BANCORP

                            5,000 Capital Securities


                        Floating Rate Capital Securities
               (Liquidation Amount $1,000.00 per Capital Security)


                               PLACEMENT AGREEMENT

                              --------------------

                                                                  March 14, 2002



FTN Financial Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee  38117

Keefe, Bruyette & Woods, Inc.
787 7th Avenue
4th Floor
New York, New York  10019

Ladies and Gentlemen:

         First Financial Bancorp, a California corporation (the "Company"),  and
its financing subsidiary,  First Financial (CA) Statutory Trust I, a Connecticut
statutory  trust (the "Trust," and  hereinafter  together with the Company,  the
"Offerors"),  hereby confirm their  agreement with you as placement  agents (the
"Placement Agents"), as follows:

Section 2.  Issuance and Sale of Securities.

         2.1.  Introduction.  The  Offerors  propose  to  issue  and sell at the
Closing (as defined in Section 3.3.1 hereof) 5,000 of the Trust's  Floating Rate
Capital Securities,  with a liquidation amount of $1,000.00 per capital security
(the "Capital Securities"), to Preferred Term Securities V, Ltd., a company with
limited  liability  established  under  the  laws  of the  Cayman  Islands  (the
"Purchaser") pursuant to the terms of a Subscription  Agreement entered into, or
to be entered into on or prior to the Closing Date, between the Offerors and the
Purchaser (the "Subscription  Agreement"),  the form of which is attached hereto
as Exhibit A and incorporated herein by this reference.

         2.2.  Operative  Agreements.  The Capital Securities shall be fully and
unconditionally  guaranteed on a subordinated  basis by the Company with respect
to distributions and amounts payable upon  liquidation,  redemption or repayment
(the  "Guarantee")   pursuant  and  subject  to  the  Guarantee  Agreement  (the
"Guarantee  Agreement"),  to be dated as of the Closing  Date and  executed  and
delivered by the Company and State Street Bank and Trust Company of Connecticut,
National Association ("State Street"), as trustee (the "Guarantee Trustee"), for
the  benefit  from time to time of the holders of the  Capital  Securities.  The
entire  proceeds  from  the  sale by the  Trust to the  holders  of the  Capital
Securities
<PAGE>

shall be  combined  with the entire  proceeds  from the sale by the Trust to the
Company of its common securities (the "Common Securities"), and shall be used by
the Trust to purchase  $5,155,000.00  in principal  amount of the Floating  Rate
Junior  Subordinated  Deferrable  Interest  Debentures (the "Debentures") of the
Company. The Capital Securities and the Common Securities for the Trust shall be
issued  pursuant to an Amended  and  Restated  Declaration  of Trust among State
Street,   as   institutional   trustee  (the   "Institutional   Trustee"),   the
Administrators  named  therein,  and the Company,  to be dated as of the Closing
Date and in substantially the form heretofore  delivered to the Placement Agents
(the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture
(the  "Indenture"),  to be dated as of the Closing Date, between the Company and
State Street,  as indenture  trustee (the  "Indenture  Trustee").  The documents
identified  in this Section 1.2 and in Section 1.1 are referred to herein as the
"Operative Documents."

         2.3. Rights of Purchaser.  The Capital  Securities shall be offered and
sold by the Trust directly to the Purchaser  without  registration of any of the
Capital Securities,  the Debentures or the Guarantee under the Securities Act of
1933, as amended (the "Securities Act"), or any other applicable securities laws
in reliance upon exemptions from the registration requirements of the Securities
Act and other applicable securities laws. The Offerors agree that this Agreement
shall be  incorporated  by reference  into the  Subscription  Agreement  and the
Purchaser shall be entitled to each of the benefits of the Placement  Agents and
the Purchaser under this Agreement and shall be entitled to enforce  obligations
of the Offerors  under this  Agreement as fully as if the Purchaser were a party
to this Agreement.  The Offerors and the Placement Agents have entered into this
Agreement to set forth their  understanding  as to their  relationship and their
respective rights, duties and obligations.

         2.4. Legends.  Upon original  issuance thereof,  and until such time as
the  same  is no  longer  required  under  the  applicable  requirements  of the
Securities Act, the Capital  Securities and Debentures  certificates  shall each
contain a legend as required pursuant to any of the Operative Documents.

Section 3.  Purchase of Capital Securities.

         3.1.  Exclusive Rights;  Purchase Price. From the date hereof until the
Closing Date (which date may be extended by mutual agreement of the Offerors and
the Placement  Agents),  the Offerors  hereby grant to the Placement  Agents the
exclusive  right  to  arrange  for the  sale of the  Capital  Securities  to the
Purchaser at a purchase price of $1,000.00 per Capital Security.

         3.2.  Subscription  Agreement.  The  Offerors  hereby agree to evidence
their  acceptance  of  the   subscription  by   countersigning  a  copy  of  the
Subscription Agreement and returning the same to the Placement Agents.

         3.3. Closing and Delivery of Payment.

                  3.3.1.  Closing;  Closing  Date.  The sale and purchase of the
Capital  Securities  by the  Offerors  to the  Purchaser  shall  take place at a
closing (the "Closing") at the offices of Lewis, Rice & Fingersh, L.C., at 10:00
a.m. (St.  Louis time) on March 26, 2002,  or such other  business day as may be
agreed upon by the  Offerors  and the  Placement  Agents (the  "Closing  Date");
provided,  however,  that in no event  shall the  Closing  Date occur later than
March 28, 2002 unless  consented to by the  Purchaser.  Payment by the Purchaser
shall be payable in the manner set forth in the Subscription Agreement and shall
be made prior to or on the Closing Date.

                  3.3.2.  Delivery.  The certificate for the Capital  Securities
shall be in definitive form,  registered in the name of the Purchaser and in the
aggregate amount of the Capital Securities purchased by the Purchaser.

                                       2
<PAGE>

                  3.3.3.   Transfer  Agent.   The  Offerors  shall  deposit  the
certificate  representing the Capital Securities with the Institutional  Trustee
or other appropriate party prior to the Closing Date.

         3.4. Placement Agents' Fees and Expenses.

                  3.4.1.  Placement Agents'  Compensation.  Because the proceeds
from the sale of the Capital Securities shall be used to purchase the Debentures
from the  Company,  the  Company  shall  pay an  aggregate  of  $30.00  for each
$1,000.00 of principal  amount of Debentures  sold to the Trust  (excluding  the
Debentures related to the Common Securities  purchased by the Company).  Of this
amount,  $15.00 for each  $1,000.00 of principal  amount of Debentures  shall be
payable to FTN  Financial  Capital  Markets  and $15.00  for each  $1,000.00  of
principal amount of Debentures shall be payable to Keefe, Bruyette & Woods, Inc.
Such amount shall be delivered to the Trustee or such other person designated by
the Placement Agents on the Closing Date and shall be allocated between and paid
to the respective Placement Agents as directed by the Placement Agents.

                  3.4.2.  Costs and Expenses.  Whether or not this  Agreement is
terminated  or the sale of the Capital  Securities is  consummated,  the Company
hereby  covenants and agrees that it shall pay or cause to be paid  (directly or
by reimbursement)  all reasonable costs and expenses incident to the performance
of the  obligations  of the Offerors under this  Agreement,  including all fees,
expenses and  disbursements  of counsel and  accountants  for the Offerors;  the
reasonable costs and charges of any trustee, transfer agent or registrar and the
fees and disbursements of counsel to any trustee, transfer agent or registrar in
each case only to the extent  attributable  to the  Debentures  and the  Capital
Securities;  all reasonable  expenses  incurred by the Offerors  incident to the
preparation,  execution and delivery of the Trust Agreement,  the Indenture, and
the  Guarantee;  and all other  reasonable  costs and  expenses  incident to the
performance  of the  obligations  of the Company  hereunder  and under the Trust
Agreement.

         3.5.  Failure  to  Close.  If  any  of the  conditions  to the  Closing
specified in this Agreement shall not have been fulfilled to the satisfaction of
the  Placement  Agents or if the  Closing  shall not have  occurred on or before
10:00  a.m.  (St.  Louis  time) on March  28,  2002,  then  each  party  hereto,
notwithstanding anything to the contrary in this Agreement, shall be relieved of
all further  obligations under this Agreement without thereby waiving any rights
it may have by reason of such nonfulfillment or failure; provided, however, that
the  obligations  of the  parties  under  Sections  3.4.2  and 9 shall not be so
relieved and shall continue in full force and effect.

Section  4.  Closing  Conditions.  The  obligations  of the  Purchaser  and  the
Placement Agents on the Closing Date shall be subject to the accuracy, at and as
of the Closing  Date,  of the  representations  and  warranties  of the Offerors
contained in this Agreement,  to the accuracy, at and as of the Closing Date, of
the  statements  of the  Offerors  made  in any  certificates  pursuant  to this
Agreement,  to the performance by the Offerors of their  respective  obligations
under this  Agreement,  to  compliance,  at and as of the Closing  Date,  by the
Offerors with their respective agreements herein contained, and to the following
further conditions:

         4.1.  Opinions of Counsel.  On the Closing Date,  the Placement  Agents
shall have  received  the  following  favorable  opinions,  each dated as of the
Closing Date: (a) from McCutchen,  Doyle, Brown & Enersen,  LLP, counsel for the
Offerors  and  addressed  to  the   Purchaser   and  the  Placement   Agents  in
substantially the form set forth on Exhibit B-1 attached hereto and incorporated
herein by this reference, (b) from Bingham Dana LLP, special Connecticut counsel
to the Offerors and addressed to the  Purchaser,  the  Placement  Agents and the
Offerors, in substantially the form set forth on Exhibit B-2 attached hereto and
incorporated herein by this reference and (c) from Lewis, Rice & Fingersh, L.C.,
special tax counsel to the Offerors,  and addressed to the Placement  Agents and
the Offerors, in substantially the form set forth on Exhibit B-3 attached hereto
and incorporated herein by this reference, subject to the receipt by Lewis, Rice
&  Fingersh,  L.C. of a  representation  letter from the Company in the form set
forth in

                                       3
<PAGE>

Exhibit B-3  completed  in a manner  reasonably  satisfactory  to Lewis,  Rice &
Fingersh,  L.C. (collectively,  the "Offerors' Counsel Opinions").  In rendering
the Offerors' Counsel  Opinions,  counsel to the Offerors may rely as to factual
matters upon  certificates or other documents  furnished by officers,  directors
and  trustees  of the  Offerors  (copies  of  which  shall be  delivered  to the
Placement Agents and the Purchaser) and by government  officials,  and upon such
other  documents as counsel to the Offerors  may, in their  reasonable  opinion,
deem appropriate as a basis for the Offerors' Counsel  Opinions.  Counsel to the
Offerors  may specify the  jurisdictions  in which they are admitted to practice
and that they are not admitted to practice in any other jurisdiction and are not
experts in the law of any other  jurisdiction.  If the Offerors'  counsel is not
admitted to practice in the State of New York, the opinion of Offerors'  counsel
may assume, for purposes of the opinion,  that the laws of the State of New York
are identical,  in all respects material to the opinion, to the internal laws of
the state in which such counsel is admitted to practice.  Such Offerors' Counsel
Opinions  shall not state that they are to be governed or qualified  by, or that
they are otherwise  subject to, any treatise,  written  policy or other document
relating to legal opinions,  including,  without  limitation,  the Legal Opinion
Accord of the ABA Section of Business Law (1991).

         4.2. Officer's Certificate.  At the Closing Date, the Purchaser and the
Placement  Agents  shall have  received  certificates  from the Chief  Executive
Officer of the  Company,  dated as of the  Closing  Date,  stating  that (i) the
representations and warranties of the Offerors set forth in Section 5 hereof are
true and correct as of the Closing Date and that the Offerors have complied with
all  agreements  and satisfied  all  conditions on their part to be performed or
satisfied at or prior to the Closing Date, (ii) since the date of this Agreement
the  Offerors  have  not  incurred  any  liability  or  obligation,   direct  or
contingent,  or  entered  into  any  material  transactions,  other  than in the
ordinary  course of  business,  which is  material  to the  Offerors,  and (iii)
covering such other matters as the Placement Agents may reasonably request.

         4.3.  Administrator's  Certificate.  At the Closing Date, the Purchaser
and the  Placement  Agents  shall  have  received a  certificate  of one or more
Administrators  of the Trust,  dated as of the Closing  Date,  stating  that the
representations  and warranties of the Trust set forth in Section 5 are true and
correct  as of the  Closing  Date and  that  the  Trust  has  complied  with all
agreements and satisfied all conditions on its part to be performed or satisfied
at or prior to the Closing Date.

         4.4.  Purchase  Permitted by Applicable  Laws;  Legal  Investment.  The
purchase  of and  payment  for  the  Capital  Securities  as  described  in this
Agreement and pursuant to the Subscription Agreement shall (a) not be prohibited
by any applicable law or governmental regulation,  (b) not subject the Purchaser
or the  Placement  Agents to any penalty or, in the  reasonable  judgment of the
Purchaser and the Placement Agents, other onerous condition under or pursuant to
any applicable law or governmental regulation,  and (c) be permitted by the laws
and  regulations of the  jurisdictions  to which the Purchaser and the Placement
Agents are subject.

         4.5.  Consents  and  Permits.  The  Company  and the Trust  shall  have
received  all  consents,  permits  and other  authorizations,  and made all such
filings and declarations,  as may be required from any person or entity pursuant
to any law, statute,  regulation or rule (federal, state, local and foreign), or
pursuant to any agreement,  order or decree to which the Company or the Trust is
a party or to which  either is  subject,  in  connection  with the  transactions
contemplated by this Agreement.

         4.6.  Sale of  Purchaser  Securities.  The  Purchaser  shall  have sold
securities  issued by the  Purchaser  in an amount such that the net proceeds of
such  sale  shall be (i)  available  on the  Closing  Date and (ii) in an amount
sufficient to purchase the Capital  Securities and all other capital  securities
contemplated  in  agreements  similar  to this  Agreement  and the  Subscription
Agreement.

         4.7.  Information.  Prior to or on the Closing Date, the Offerors shall
have furnished to the Placement Agents such further  information,  certificates,
opinions and documents  addressed to the  Purchaser  and the  Placement  Agents,
which  the  Placement  Agents  may  reasonably   request,   including,
                                       4
<PAGE>

without  limitation,  a complete  set of the  Operative  Documents  or any other
documents or certificates  required by this Section 3; and all proceedings taken
by the Offerors in connection  with the issuance,  offer and sale of the Capital
Securities as herein  contemplated shall be reasonably  satisfactory in form and
substance to the Placement Agents.

         If any  condition  specified  in this  Section  3 shall  not have  been
fulfilled when and as required in this  Agreement,  or if any of the opinions or
certificates  mentioned  above  or  elsewhere  in this  Agreement  shall  not be
reasonably  satisfactory  in form and  substance to the Placement  Agents,  this
Agreement may be terminated by the Placement Agents by notice to the Offerors at
any time at or prior to the Closing Date.  Notice of such  termination  shall be
given to the  Offerors in writing or by  telephone  or  facsimile  confirmed  in
writing.

Section 5.  Conditions  to the Offerors'  Obligations.  The  obligations  of the
Offerors to sell the Capital  Securities  to the Purchaser  and  consummate  the
transactions contemplated by this Agreement shall be subject to the accuracy, at
and  as of the  Closing  Date,  of the  representations  and  warranties  of the
Placement  Agents  contained  in this  Agreement  and to the  following  further
conditions:

         5.1.  Executed  Agreement.  The Offerors  shall have  received from the
Placement Agents an executed copy of this Agreement.

         5.2. Fulfillment of Other Obligations.  The Placement Agents shall have
fulfilled  all of their other  obligations  and duties  required to be fulfilled
under this Agreement prior to or at the Closing.

Section 6. Representations and Warranties of the Offerors.  The Offerors jointly
and severally represent and warrant to the Placement Agents and the Purchaser as
of the date hereof and as of the Closing Date as follows:

         6.1. Securities Law Matters.

                  (a)  Neither  the  Company  nor the  Trust,  nor any of  their
"Affiliates" (as defined in Rule 501(b) of Regulation D under the Securities Act
("Regulation D")), nor any person acting on any of their behalf has, directly or
indirectly, made offers or sales of any security, or solicited offers to buy any
security,  under circumstances that would require the registration of any of the
Capital Securities,  the Guarantee and the Debentures or any other securities to
be  issued,  or  which  may be  issued,  by  the  Purchaser  (collectively,  the
"Securities") under the Securities Act.

                  (b)  Neither  the  Company  nor the  Trust,  nor any of  their
Affiliates,  nor any person acting on its or their behalf has (i) other than the
Placement  Agents,  offered  for  sale  or  solicited  offers  to  purchase  the
Securities,  (ii)  engaged or will engage,  in any  "directed  selling  efforts"
within the meaning of Regulation S under the  Securities  Act  ("Regulation  S")
with  respect  to the  Securities,  or (iii)  engaged  in any form of  offering,
general solicitation or general advertising (within the meaning of Regulation D)
in connection with any offer or sale of any of the Securities.

                  (c) The Securities  satisfy the  eligibility  requirements  of
Rule 144A(d)(3)  under the Securities Act.

                  (d)  Neither the  Company  nor the Trust is or,  after  giving
effect to the offering and sale of the Capital  Securities and the  consummation
of the transactions described in this Agreement, will be an "investment company"
or an entity  "controlled"  by an "investment  company," in each case within the
meaning of Section 3(a) of the  Investment  Company Act of 1940, as amended (the
"Investment  Company  Act")  without  regard to Section  3(c) of the  Investment
Company Act.

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<PAGE>

                  (e)  Neither  the  Company nor the Trust has paid or agreed to
pay to any person or entity (other than the Placement  Agents) any  compensation
for soliciting another to purchase any of the Securities.

         6.2.  Organization,  Standing and Qualification of the Trust. The Trust
has been duly  created and is validly  existing in good  standing as a statutory
trust under the Connecticut Statutory Trust Act (the "Statutory Trust Act") with
the power and authority to own property and to conduct the business it transacts
and proposes to transact and to enter into and perform its obligations under the
Operative  Documents.  The Trust is duly  qualified  to  transact  business as a
foreign  entity  and is in good  standing  in each  jurisdiction  in which  such
qualification is necessary, except where the failure to so qualify or be in good
standing would not have a material adverse effect on the Trust. The Trust is not
a party  to or  otherwise  bound  by any  agreement  other  than  the  Operative
Documents.  The Trust is and will,  under current law, be classified for federal
income tax purposes as a grantor  trust and not as an  association  taxable as a
corporation.

         6.3. Trust  Agreement.  The Trust Agreement has been duly authorized by
the Company and, on the Closing Date, will have been duly executed and delivered
by  the  Company  and  the  Administrators  of  the  Trust,  and,  assuming  due
authorization,  execution and delivery by the Institutional  Trustee,  will be a
valid and binding obligation of the Company and such Administrators, enforceable
against them in accordance with its terms, subject to (a) applicable bankruptcy,
insolvency, moratorium, receivership, reorganization, liquidation and other laws
relating to or affecting creditors' rights generally, and (b) general principles
of equity  (regardless  of whether  considered  and applied in a  proceeding  in
equity or at law) ("Bankruptcy and Equity").  Each of the  Administrators of the
Trust is an  employee,  officer or a director  of the  Company or of a financial
institution  subsidiary  of the  Company  and has been  duly  authorized  by the
Company to execute and deliver the Trust Agreement.

         6.4. Guarantee  Agreement and the Indenture.  Each of the Guarantee and
the Indenture  has been duly  authorized by the Company and, on the Closing Date
will have been duly  executed and  delivered by the Company,  and,  assuming due
authorization,  execution and delivery by the Guarantee Trustee,  in the case of
the Guarantee, and by the Indenture Trustee, in the case of the Indenture,  will
be a valid and  binding  obligation  of the  Company  enforceable  against it in
accordance with its terms, subject to Bankruptcy and Equity.

         6.5. Capital Securities and Common  Securities.  The Capital Securities
and the Common  Securities have been duly authorized by the Trust Agreement and,
when issued and delivered  against  payment  therefor on the Closing Date to the
Purchaser,  in the case of the Capital  Securities,  and to the Company,  in the
case of the Common  Securities,  will be validly issued and represent  undivided
beneficial  interests in the assets of the Trust. None of the Capital Securities
or the Common  Securities is subject to preemptive or other similar  rights.  On
the Closing Date, all of the issued and  outstanding  Common  Securities will be
directly owned by the Company free and clear of any pledge,  security  interest,
claim, lien or other encumbrance.

         6.6.  Debentures.  The  Debentures  have  been duly  authorized  by the
Company and, at the Closing Date,  will have been duly executed and delivered to
the Indenture Trustee for authentication in accordance with the Indenture,  and,
when  authenticated  in the manner  provided for in the  Indenture and delivered
against  payment  therefor  by the  Trust,  will  constitute  valid and  binding
obligations of the Company entitled to the benefits of the Indenture enforceable
against the Company in accordance  with their terms,  subject to Bankruptcy  and
Equity.

         6.7.  Power and  Authority.  This  Agreement has been duly  authorized,
executed and  delivered by the Company and the Trust and  constitutes  the valid
and binding  obligation  of the Company

                                       6
<PAGE>

and the Trust,  enforceable against the Company and the Trust in accordance with
its terms, subject to Bankruptcy and Equity.

         6.8. No Defaults.  The Trust is not in violation of the Trust Agreement
or, to the knowledge of the Administrators, any provision of the Statutory Trust
Act. The execution,  delivery and performance by the Company or the Trust of the
Operative  Documents  to  which  it is a  party,  and  the  consummation  of the
transactions  contemplated  herein  or  therein  and  the  use of  the  proceeds
therefrom, will not conflict with or constitute a breach of, or a default under,
or result in the creation or imposition of any lien, charge or other encumbrance
upon any  property or assets of the Trust,  the Company or any of the  Company's
subsidiaries  pursuant to any contract,  indenture,  mortgage,  loan  agreement,
note,  lease or other  instrument to which the Trust,  the Company or any of its
subsidiaries  is a party or by which it or any of them may be bound, or to which
any of the property or assets of any of them is subject,  except for a conflict,
breach,  default,  lien,  charge or  encumbrance  which could not  reasonably be
expected to have a Material  Adverse  Effect nor will such action  result in any
violation  of the Trust  Agreement  or the  Statutory  Trust Act or require  the
consent, approval, authorization or order of any court or governmental agency or
body. As used herein,  the term "Material  Adverse Effect" means any effect that
is material and adverse to the Offeror's  ability to consummate the transactions
contemplated herein or in the Operative Documents or any effect that is material
and  adverse to the  condition  (financial  or  otherwise),  earnings,  affairs,
business  prospects or results of operations of the Company and its subsidiaries
taken as whole, whether or not occurring in the ordinary course of business.

         6.9.  Organization,  Standing  and  Qualification  of the  Company  The
Company has been duly  incorporated  and is validly existing as a corporation in
good standing under the laws of California,  with all requisite  corporate power
and  authority to own its  properties  and conduct the business it transacts and
proposes to transact,  and is duly qualified to transact business and is in good
standing as a foreign  corporation in each jurisdiction  where the nature of its
activities requires such qualification,  except where the failure of the Company
to be so  qualified  would  not,  singly or in the  aggregate,  have a  Material
Adverse Effect.

         6.10.  Subsidiaries of the Company.  Each of the Company's  significant
subsidiaries (as defined in Section 1-02 of Regulation S-X to the Securities Act
(the  "Significant  Subsidiaries"))  is listed in Exhibit C attached  hereto and
incorporated herein by this reference. Each Significant Subsidiary has been duly
organized  and is validly  existing and in good  standing  under the laws of the
jurisdiction in which it is chartered or organized, with all requisite power and
authority  to own its  properties  and conduct the  business  it  transacts  and
proposes to transact,  and is duly qualified to transact business and is in good
standing  as a foreign  entity  in each  jurisdiction  where  the  nature of its
activities  requires  such  qualification,  except where the failure of any such
Significant  Subsidiaries  to  be so  qualified  would  not,  singly  or in  the
aggregate, have a Material Adverse Effect.

         6.11.  Permits.  The Company and each of its  Significant  Subsidiaries
have all  requisite  power  and  authority,  and all  necessary  authorizations,
approvals, orders, licenses,  certificates and permits of and from regulatory or
governmental  officials,  bodies and tribunals, to own or lease their respective
properties and to conduct their  respective  businesses as now being  conducted,
except  such  authorizations,  approvals,  orders,  licenses,  certificates  and
permits which, if not obtained and maintained, would not have a Material Adverse
Effect,  and neither the Company  nor any of the  Significant  Subsidiaries  has
received any notice of proceedings relating to the revocation or modification of
any such authorizations,  approvals,  orders, licenses,  certificates or permits
which, singly or in the aggregate,  if the failure to be so licensed or approved
is the  subject of an  unfavorable  decision,  ruling or  finding,  would have a
Material Adverse Effect; and the Company and its Significant Subsidiaries are in
compliance with all applicable laws, rules, regulations and orders and consents,
the violation of which would have a Material Adverse Effect.

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<PAGE>

         6.12.  Conflicts,  Authorizations  and Approvals.  Except as previously
disclosed to the Placement Agents in writing, neither the Company nor any of the
Significant Subsidiaries is in violation of its respective charter or by-laws or
similar organizational  documents or in default in the performance or observance
of any obligation,  agreement,  covenant or condition contained in any contract,
indenture,   mortgage,  loan  agreement,  note,  lease  or  other  agreement  or
instrument to which either the Company or any of the Significant Subsidiaries is
a party,  or by  which  it or any of them  may be  bound or to which  any of the
property  or assets of the  Company or any of the  Significant  Subsidiaries  is
subject,  the effect of which  violation or default in performance or observance
would have a Material Adverse Effect.

         6.13. Holding Company  Registration and Deposit Insurance.  The Company
is duly  registered (i) as a bank holding  company or financial  holding company
under the Bank Holding  Company Act of 1956, as amended,  and the regulations of
the Board of  Governors of the Federal  Reserve  System or (ii) as a savings and
loan holding  company under the Home Owners' Loan Act of 1933,  as amended,  and
the regulations of the Office of Thrift Supervision, and the deposit accounts of
the  Company's  subsidiary  depository  institutions  are insured by the Federal
Deposit  Insurance  Corporation  ("FDIC") to the fullest extent permitted by law
and  the  rules  and  regulations  of the  FDIC,  and  no  proceedings  for  the
termination of such insurance are pending or threatened.

         6.14. Financial Statements.

                  (a) The consolidated  balance sheets of the Company and all of
its  subsidiaries  as of  December  31, 2001 and  December  31, 2000 and related
consolidated income statements and statements of changes in shareholders' equity
for the 3 years ended December 31, 2001 together with the notes thereto,  copies
of each of which have been  provided  to the  Placement  Agents  (together,  the
"Financial  Statements"),  have  been  prepared  in  accordance  with  generally
accepted  accounting  principles applied on a consistent basis (except as may be
disclosed  therein) and fairly  present in all material  respects the  financial
position and the results of operations  and changes in  shareholders'  equity of
the  Company  and all of its  subsidiaries  as of the dates and for the  periods
indicated  (subject,  in the case of  interim  financial  statements,  to normal
recurring year-end adjustments,  none of which shall be material). The books and
records of the Company  and all of its  subsidiaries  have been,  and are being,
maintained  in all  material  respects in  accordance  with  generally  accepted
accounting principles and any other applicable legal and accounting requirements
and reflect only actual transactions.

                  (b) The  information in the Company's  report on FR Y-9C dated
December 31, 2001 (the "FR Y-9C")  previously  provided to the Placement  Agents
fairly presents in all material  respects the financial  position of the Company
and all of its subsidiaries as of such date.

                  (c) Since the respective dates of the Financial Statements and
the FR Y-9C,  there has been no  material  adverse  change or  development  with
respect to the  financial  condition  or  earnings of the Company and all of its
subsidiaries, taken as a whole.

                  (d) The accountants of the Company who certified the Financial
Statements  are   independent   public   accountants  of  the  Company  and  its
subsidiaries  within  the  meaning  of the  Securities  Act  and the  rules  and
regulations thereunder.

         6.15. Regulatory Enforcement Matters. Except as previously disclosed to
the Placement Agents in writing, neither the Company nor any of its subsidiaries
is subject or is party to, or has received any notice or advice that any of them
may  become  subject  or party  to,  any  investigation  with  respect  to,  any
cease-and-desist   order,   agreement,   consent   agreement,    memorandum   of
understanding or other regulatory  enforcement action,  proceeding or order with
or by, or is a party to any commitment  letter or similar  undertaking to, or is
subject to any  directive  by, or has been since January 1, 1999, a recipient of
any  supervisory  letter from, or since  January 1, 1999,  has adopted any board
resolutions  at the request of,

                                       8
<PAGE>

any  Regulatory  Agency (as  defined  below)  that  currently  restricts  in any
material  respect the conduct of their  business or that in any material  manner
relates to their capital  adequacy,  their credit policies,  their management or
their business (each, a "Regulatory  Agreement"),  nor has the Company or any of
its  subsidiaries  been advised since January 1, 1999, by any Regulatory  Agency
that it is  considering  issuing or requesting  any such  Regulatory  Agreement.
There  is no  material  unresolved  violation,  criticism  or  exception  by any
Regulatory  Agency  with  respect to any  report or  statement  relating  to any
examinations of the Company or any of its subsidiaries. As used herein, the term
"Regulatory  Agency"  means  any  federal  or  state  agency  charged  with  the
supervision or regulation of depository institutions, bank, financial or savings
and  loan  holding  companies,   or  engaged  in  the  insurance  of  depository
institution deposits, or any court, administrative agency or commission or other
governmental  agency,   authority  or  instrumentality   having  supervisory  or
regulatory  authority  with  respect to the  Company  or any of its  Significant
Subsidiaries.

         6.16.  No  Material  Change.  Except  as  previously  disclosed  to the
Placement Agents in writing, since December 31, 2000, there has been no material
adverse  change or  development  with  respect to the  condition  (financial  or
otherwise),  earnings,  affairs,  business prospects or results of operations of
the Offerors on a consolidated basis.

         6.17. No  Undisclosed  Liabilities.  Neither the Company nor any of its
subsidiaries  has any  material  liability,  whether  known or unknown,  whether
asserted or  unasserted,  whether  absolute or  contingent,  whether  accrued or
unaccrued, whether liquidated or unliquidated, and whether due or to become due,
including  any  liability  for  taxes  (and  there is no past or  present  fact,
situation,  circumstance,  condition  or other  basis for any  present or future
action, suit, proceeding,  hearing, charge,  complaint,  claim or demand against
the Company or its subsidiaries  giving rise to any such liability),  except (i)
for liabilities set forth in the Financial  Statements,  (ii) normal fluctuation
in the amount of the  liabilities  referred to in clause (i) above  occurring in
the ordinary course of business of the Company and all of its subsidiaries since
the date of the most recent balance sheet included in the Financial  Statements,
and (iii) as may be specifically disclosed in writing to the Placement Agents.

         6.18.  Litigation.  Except as  previously  disclosed  to the  Placement
Agents in writing,  no charge,  investigation,  action,  suit or  proceeding  is
pending or, to the knowledge of the Offerors,  threatened,  against or affecting
the Offerors or any of their  respective  properties  before or by any courts or
any regulatory,  administrative  or governmental  official,  commission,  board,
agency or other  authority or body, or any  arbitrator,  wherein an  unfavorable
decision, ruling or finding could have a Material Adverse Effect.

         6.19.  Deferral of Interest Payments on Debentures.  The Company has no
present  intention to exercise  its option to defer  payments of interest on the
Debentures  as  provided  in  the  Indenture.  The  Company  believes  that  the
likelihood that it would exercise its right to defer payments of interest on the
Debentures as provided in the Indenture at any time during which the  Debentures
are outstanding is remote because of the  restrictions  that would be imposed on
the  Company's  ability to declare or pay dividends or  distributions  on, or to
redeem, purchase,  acquire or make a liquidation payment with respect to, any of
the Company's capital stock and on the Company's ability to make any payments of
principal,  interest or premium on, or repay,  repurchase or redeem,  any of its
debt securities that rank pari passu in all respects with, or junior in interest
to, the Debentures.

Section  7.  Representations  and  Warranties  of  the  Placement  Agents.  Each
Placement Agent represents and warrants to the Offerors as to itself (but not as
to the other Placement Agent) as follows:

                                       9
<PAGE>

         7.1. Organization, Standing and Qualification.

                  (a) FTN  Financial  Capital  Markets  is a  division  of First
Tennessee Bank,  N.A., a national banking  association  duly organized,  validly
existing and in good  standing  under the laws of the United  States,  with full
power and  authority to own,  lease and operate its  properties  and conduct its
business as currently  being  conducted.  FTN Financial  Capital Markets is duly
qualified to transact business as a foreign  corporation and is in good standing
in each other  jurisdiction  in which it owns or leases property or conducts its
business  so as to require  such  qualification  and in which the  failure to so
qualify would,  individually or in the aggregate, have a material adverse effect
on the condition  (financial or  otherwise),  earnings,  business,  prospects or
results of operations of FTN Financial Capital Markets.

                  (b)  Keefe,  Bruyette  & Woods,  Inc.  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
New York, with full power and authority to own, lease and operate its properties
and conduct its business as currently being conducted.  Keefe, Bruyette & Woods,
Inc. is duly qualified to transact  business as a foreign  corporation and is in
good standing in each other  jurisdiction in which it owns or leases property or
conducts  its  business  so as to require  such  qualification  and in which the
failure to so qualify would,  individually or in the aggregate,  have a material
adverse effect on the condition  (financial or otherwise),  earnings,  business,
prospects or results of operations of Keefe, Bruyette & Woods, Inc.

         7.2. Power and Authority.  The Placement  Agent has all requisite power
and authority to enter into this Agreement, and this Agreement has been duly and
validly   authorized,   executed  and  delivered  by  the  Placement  Agent  and
constitutes  the legal,  valid and binding  agreement  of the  Placement  Agent,
enforceable against the Placement Agent in accordance with its terms, subject to
Bankruptcy  and  Equity  and  except  as  any  indemnification  or  contribution
provisions thereof may be limited under applicable securities laws.

         7.3.  General  Solicitation.  In the case of the  offer and sale of the
Capital Securities,  no form of general  solicitation or general advertising was
used by the Placement Agent or its  representatives  including,  but not limited
to, advertisements,  articles,  notices or other communications published in any
newspaper,  magazine or similar medium or broadcast over  television or radio or
any  seminar  or  meeting  whose  attendees  have been  invited  by any  general
solicitation  or  general  advertising.  Neither  the  Placement  Agent  nor its
representatives  have engaged or will engage in any "directed  selling  efforts"
within the meaning of Regulation S with respect to the Capital Securities.

         7.4. Purchaser. The Placement Agent has made such reasonable inquiry as
is necessary to determine that the Purchaser is acquiring the Capital Securities
for its own  account,  that the  Purchaser  does not  intend to  distribute  the
Capital  Securities  in  contravention  of  the  Securities  Act  or  any  other
applicable  securities  laws,  and that the Purchaser is not a "U.S.  person" as
that term is defined under Rule 902 of the Securities Act.

         7.5. Qualified Purchasers.  The Placement Agent has not offered or sold
and will not arrange for the offer or sale of the Capital  Securities except (i)
in an offshore  transaction  complying with Rule 903 of Regulation S, or (ii) to
those the Placement Agent  reasonably  believes are  "accredited  investors" (as
defined in Rule 501 of Regulation D), or (iii) in any other manner that does not
require  registration  of the Capital  Securities  under the Securities  Act. In
connection  with  each such  sale,  the  Placement  Agent has taken or will take
reasonable  steps to ensure  that (a) the  Purchaser  is aware that such sale is
being made in reliance on an exemption  under the  Securities Act and (b) future
transfers of the Capital  Securities  will not be made except in compliance with
applicable securities laws.

         6.6.   Offering   Circulars.   Neither  the  Placement  Agent  nor  its
representatives  will include any non-public  information about the Company, the
Trust or any of their  affiliates  in any  registration


                                       10
<PAGE>

statement, prospectus, offering circular or private placement memorandum used in
connection  with any purchase of Capital  Securities  without the prior  written
consent of the Trust and the Company.

Section 8. Covenants of the Offerors.  The Offerors  covenant and agree with the
Placement Agents and the Purchaser as follows:

         8.1. Compliance with Representations and Warranties.  During the period
from the date of this  Agreement to the Closing  Date,  the  Offerors  shall use
their best efforts and take all action  necessary or  appropriate to cause their
representations  and  warranties  contained in Section 5 hereof to be true as of
the Closing Date, after giving effect to the  transactions  contemplated by this
Agreement, as if made on and as of the Closing Date.

         8.2.  Sale and  Registration  of  Securities.  The  Offerors  and their
Affiliates  shall not nor shall any of them  permit any  person  acting on their
behalf (other than the Placement  Agents),  to directly or indirectly  (i) sell,
offer for sale or solicit offers to buy or otherwise negotiate in respect of any
security (as defined in the  Securities  Act) that would or could be  integrated
with the sale of the  Capital  Securities  in a manner  that would  require  the
registration  under the  Securities Act of the Securities or (ii) make offers or
sales of any such security,  or solicit  offers to buy any such security,  under
circumstances  that would  require the  registration  of any of such  securities
under the Securities Act.

         8.3. Use of Proceeds. The Trust shall use the proceeds from the sale of
the Capital Securities to purchase the Debentures from the Company.

         8.4. Investment  Company.  The Offerors shall not engage, or permit any
subsidiary to engage,  in any activity which would cause it or any subsidiary to
be an "investment company" under the provisions of the Investment Company Act.

         8.5.  Reimbursement of Expenses.  If the sale of the Capital Securities
provided for herein is not  consummated  (i) because any  condition set forth in
Section 3 hereof is not satisfied, or (ii) because of any refusal,  inability or
failure on the part of the Company or the Trust to perform any agreement  herein
or comply  with any  provision  hereof  other  than by reason of a breach by the
Placement  Agents,  the Company shall reimburse the Placement Agents upon demand
for all of their pro rata share of out-of-pocket  expenses (including reasonable
fees and  disbursements  of counsel) in an amount not to exceed  $50,000.00 that
shall have been  incurred by them in connection  with the proposed  purchase and
sale of the Capital Securities. Notwithstanding the foregoing, the Company shall
have no obligation to reimburse  the  Placement  Agents for their  out-of-pocket
expenses  if the sale of the  Capital  Securities  fails to  occur  because  the
condition  set forth in Section 4.6 is not  satisfied  or because  either of the
Placement Agents fails to fulfill a condition set forth in Section 5.

         8.6.  Directed  Selling  Efforts,   Solicitation  and  Advertising.  In
connection with any offer or sale of any of the  Securities,  the Offerors shall
not,  nor shall  either of them  permit  any of their  Affiliates  or any person
acting on their behalf,  other than the Placement Agents,  to, (i) engage in any
"directed selling efforts" within the meaning of Regulation S, or (ii) engage in
any  form  of  general  solicitation  or  general  advertising  (as  defined  in
Regulation D).

         8.7.  Compliance with Rule 144A(d)(4) under the Securities Act. So long
as any of the Securities are outstanding and are "restricted  securities" within
the meaning of Rule  144(a)(3)  under the  Securities  Act, the  Offerors  will,
during  any  period in which  they are not  subject  to and in  compliance  with
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act"), or the Offerors are not exempt from such reporting requirements
pursuant  to and in  compliance  with Rule  12g3-2(b)  under the  Exchange  Act,
provide to each holder of such  restricted  securities  and to each  prospective
purchaser (as designated by such holder) of such restricted securities, upon the
request of

                                       11
<PAGE>

such holder or prospective  purchaser in connection with any proposed  transfer,
any information  required to be provided by Rule 144A(d)(4) under the Securities
Act,  if  applicable.  This  covenant  is  intended to be for the benefit of the
holders, and the prospective purchasers designated by such holders, from time to
time of such restricted  securities.  The  information  provided by the Offerors
pursuant to this Section 7.7 will not, at the date  thereof,  contain any untrue
statement  of a material  fact or omit to state any material  fact  necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

         8.8. Quarterly Reports. Within 50 days of the end of each calendar year
quarter and within 100 days of the end of each  calendar  year during  which the
Debentures are issued and outstanding,  the Offerors shall submit to The Bank of
New York a completed  quarterly report in the form attached hereto as Exhibit D.
The Offerors  acknowledge and agree that The Bank of New York and its successors
and assigns is a third party beneficiary of this Section 8.8

Section 9. Covenants of the Placement Agents.  The Placement Agents covenant and
agree with the Offerors that,  during the period from the date of this Agreement
to the Closing Date, the Placement  Agents shall use their best efforts and take
all  action  necessary  or  appropriate  to  cause  their   representations  and
warranties  contained in Section 6 to be true as of Closing  Date,  after giving
effect to the transactions  contemplated by this Agreement, as if made on and as
of the Closing Date.  The  Placement  Agents  further  covenant and agree not to
engage in hedging  transactions  with respect to the Capital  Securities  unless
such transactions are conducted in compliance with the Securities Act.

Section 10. Indemnification.

         10.1.  Indemnification  Obligation.  The  Offerors  shall  jointly  and
severally indemnify and hold harmless the Placement Agents and the Purchaser and
each of their  respective  agents,  employees,  officers and  directors and each
person that controls either of the Placement  Agents or the Purchaser within the
meaning of Section 15 of the  Securities  Act or Section 20 of the Exchange Act,
and agents, employees,  officers and directors or any such controlling person of
either of the Placement Agents or the Purchaser (each such person or entity,  an
"Indemnified  Party")  from and  against any and all  losses,  claims,  damages,
judgments,  liabilities or expenses, joint or several, to which such Indemnified
Party may become  subject  under the  Securities  Act, the Exchange Act or other
federal or state  statutory  law or  regulation,  or at common law or  otherwise
(including in settlement of any litigation,  if such settlement is effected with
the written consent of the Offerors),  insofar as such losses, claims,  damages,
judgments, liabilities or expenses (or actions in respect thereof) arise out of,
or are based upon, or relate to, in whole or in part,  (a) any untrue  statement
or alleged  untrue  statement of a material  fact  contained in any  information
(whether  written or oral) or documents  executed in favor of, furnished or made
available to the Placement  Agents or the Purchaser by the Offerors,  or (b) any
omission or alleged  omission to state in any  information  (whether  written or
oral) or  documents  executed in favor of,  furnished  or made  available to the
Placement Agents or the Purchaser by the Offerors a material fact required to be
stated therein or necessary to make the statements  therein not misleading,  and
shall reimburse each Indemnified  Party for any legal and other expenses as such
expenses are reasonably  incurred by such  Indemnified  Party in connection with
investigating, defending, settling, compromising or paying any such loss, claim,
damage, judgments,  liability,  expense or action described in this Section 9.1.
In addition to their other obligations under this Section 9, the Offerors hereby
agree that,  as an interim  measure  during the  pendency of any claim,  action,
investigation,  inquiry or other  proceeding  arising out of, or based upon,  or
related to the matters described above in this Section 9.1, they shall reimburse
each  Indemnified  Party on a quarterly basis for all reasonable  legal or other
expenses incurred in connection with  investigating or defending any such claim,
action, investigation, inquiry or other proceeding,  notwithstanding the absence
of a  judicial  determination  as to the  propriety  and  enforceability  of the
possibility  that such  payments  might later be held to have been improper by a
court  of  competent   jurisdiction.   To  the  extent  that  any  such  interim

                                       12
<PAGE>

reimbursement  payment is so held to have been improper,  each Indemnified Party
shall  promptly  return such amounts to the  Offerors  together  with  interest,
determined on the basis of the prime rate (or other commercial  lending rate for
borrowers of the highest credit  standing)  announced from time to time by First
Tennessee Bank, N.A. (the "Prime Rate"). Any such interim reimbursement payments
which are not made to an  Indemnified  Party  within  30 days of a  request  for
reimbursement,  shall  bear  interest  at the  Prime  Rate from the date of such
request.

         10.2. Conduct of Indemnification Proceedings. Promptly after receipt by
an Indemnified  Party under this Section 9 of notice of the  commencement of any
action,  such  Indemnified  Party shall,  if a claim in respect thereof is to be
made against the  Offerors  under this Section 9, notify the Offerors in writing
of the  commencement  thereof;  but,  subject to Section 9.4, the omission to so
notify the  Offerors  shall not  relieve  them from any  liability  pursuant  to
Section 9.1 which the Offerors may have to any  Indemnified  Party unless and to
the extent that the  Offerors  did not  otherwise  learn of such action and such
failure by the  Indemnified  Party results in the  forfeiture by the Offerors of
substantial rights and defenses.  In case any such action is brought against any
Indemnified  Party and such Indemnified Party seeks or intends to seek indemnity
from the Offerors, the Offerors shall be entitled to participate in, and, to the
extent that they may wish, to assume the defense thereof with counsel reasonably
satisfactory to such Indemnified Party; provided,  however, if the defendants in
any such action  include  both the  Indemnified  Party and the  Offerors and the
Indemnified  Party shall have reasonably  concluded that there may be a conflict
between the  positions of the Offerors and the  Indemnified  Party in conducting
the defense of any such action or that there may be legal defenses  available to
it and/or other  Indemnified  Parties which are different  from or additional to
those available to the Offerors,  the Indemnified  Party shall have the right to
select  separate  counsel  to  assume  such  legal  defenses  and  to  otherwise
participate in the defense of such action on behalf of such  Indemnified  Party.
Upon  receipt of notice  from the  Offerors to such  Indemnified  Party of their
election to so assume the defense of such action and approval by the Indemnified
Party of counsel,  the Offerors  shall not be liable to such  Indemnified  Party
under this Section 9 for any legal or other  expenses  subsequently  incurred by
such  Indemnified  Party in connection  with the defense  thereof unless (i) the
Indemnified  Party  shall have  employed  such  counsel in  connection  with the
assumption  of legal  defenses in  accordance  with the proviso in the preceding
sentence (it being  understood,  however,  that the Offerors shall not be liable
for the expenses of more than one separate counsel  representing the Indemnified
Parties who are parties to such  action),  or (ii) the  Offerors  shall not have
employed counsel  reasonably  satisfactory to the Indemnified Party to represent
the  Indemnified  Party within a reasonable time after notice of commencement of
the  action,  in each of which  cases the fees and  expenses  of counsel of such
Indemnified Party shall be at the expense of the Offerors.

         10.3. Contribution. If the indemnification provided for in this Section
9 is required by its terms,  but is for any reason held to be  unavailable to or
otherwise  insufficient to hold harmless an Indemnified  Party under Section 9.1
in respect of any losses, claims,  damages,  liabilities or expenses referred to
herein or therein,  then the  Offerors  shall  contribute  to the amount paid or
payable by such Indemnified  Party as a result of any losses,  claims,  damages,
judgments,  liabilities or expenses referred to herein (i) in such proportion as
is appropriate to reflect the relative benefits received by the Offerors, on the
one hand, and the  Indemnified  Party,  on the other hand,  from the offering of
such Capital Securities,  or (ii) if the allocation provided by clause (i) above
is not permitted by applicable  law, in such  proportion  as is  appropriate  to
reflect not only the relative  benefits referred to in clause (i) above but also
the relative fault of the Offerors,  on the one hand, and the Placement  Agents,
on  the  other  hand,  in  connection   with  the  statements  or  omissions  or
inaccuracies  in the  representations  and  warranties  herein or other breaches
which  resulted in such  losses,  claims,  damages,  judgments,  liabilities  or
expenses, as well as any other relevant equitable considerations. The respective
relative benefits  received by the Offerors,  on the one hand, and the Placement
Agents, on the other hand, shall be deemed to be in the same proportion,  in the
case of the  Offerors,  as the total price paid to the  Offerors for the Capital
Securities sold by the Offerors to the Purchaser (net of the  compensation  paid
to the Placement Agents hereunder,  but before deducting


                                       13
<PAGE>

expenses), and in the case of the Placement Agents, as the compensation received
by them, bears to the total of such amounts paid to the Offerors and received by
the Placement Agents as compensation. The relative fault of the Offerors and the
Placement  Agents  shall be  determined  by reference  to,  among other  things,
whether the untrue  statement or alleged untrue  statement of a material fact or
the omission or alleged  omission of a material  fact or the  inaccurate  or the
alleged  inaccurate   representation  and/or  warranty  relates  to  information
supplied  by the  Offerors or the  Placement  Agents and the  parties'  relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  statement  or  omission.  The  provisions  set forth in Section  10.2 with
respect  to notice of  commencement  of any  action  shall  apply if a claim for
contribution  is made  under  this  Section  10.3;  provided,  however,  that no
additional  notice shall be required with respect to any action for which notice
has been given under Section 10.2 for purposes of indemnification.  The Offerors
and the  Placement  Agents  agree  that it would  not be just and  equitable  if
contribution  pursuant  to  this  Section  10.3  were  determined  by  pro  rata
allocation  or by any other method of  allocation  that does not take account of
the equitable  considerations  referred to in this Section 10.3. The amount paid
or payable by an Indemnified Party, as a result of the losses, claims,  damages,
judgments,  liabilities  or expenses  referred to in this  Section 10.3 shall be
deemed to include,  subject to the  limitations  set forth  above,  any legal or
other expenses reasonably incurred by such Indemnified Party, in connection with
investigating  or  defending  any such  action or claim.  In no event  shall the
liability of the Placement Agents hereunder be greater in amount than the dollar
amount of the  compensation  (net of payment of all  expenses)  received  by the
Placement  Agents  upon the sale of the Capital  Securities  giving rise to such
obligation.  No person found guilty of fraudulent  misrepresentation (within the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution  from  any  person  who was not  found  guilty  of such  fraudulent
misrepresentation.

         10.4.  Additional Remedies.  The indemnity and contribution  agreements
contained in this Section 9 are in addition to any  liability  that the Offerors
may otherwise have to any Indemnified Party.

         10.5. Additional Indemnification.  The Company shall indemnify and hold
harmless  the Trust  against  all loss,  liability,  claim,  damage and  expense
whatsoever, as due from the Trust under Sections 9.1 through 9.4 hereof.

Section 11. Rights and Responsibilities of Placement Agents.

         11.1.  Reliance.  In performing their duties under this Agreement,  the
Placement Agents shall be entitled to rely upon any notice, signature or writing
which  they  shall in good  faith  believe  to be  genuine  and to be  signed or
presented by a proper party or parties.  The Placement  Agents may rely upon any
opinions or certificates  or other documents  delivered by the Offerors or their
counsel or designees to either the Placement Agents or the Purchaser.

         11.2. Rights of Placement Agents. In connection with the performance of
their duties under this Agreement,  the Placement Agents shall not be liable for
any error of  judgment  or any action  taken or  omitted to be taken  unless the
Placement  Agents were  grossly  negligent or engaged in willful  misconduct  in
connection  with such  performance  or  non-performance.  No  provision  of this
Agreement  shall require the Placement  Agents to expend or risk their own funds
or  otherwise  incur any  financial  liability  on behalf  of the  Purchaser  in
connection with the performance of any of their duties hereunder.  The Placement
Agents  shall be under no  obligation  to  exercise  any of the rights or powers
vested in them by this Agreement.

Section 12. Miscellaneous.

         12.1.  Notices.  Prior to the Closing,  and thereafter  with respect to
matters pertaining to this Agreement only, all notices and other  communications
provided for or permitted  hereunder shall be made


                                       14
<PAGE>

in writing by hand-delivery,  first-class  mail, telex,  telecopier or overnight
air courier guaranteeing next day delivery:

            if to the Placement Agents, to:

                                          FTN Financial Capital Markets
                                          845 Crossover Lane, Suite 150
                                          Memphis, Tennessee  38117
                                          Telecopier:  901-435-4706
                                          Telephone:  800-456-5460
                                          Attention:  James D. Wingett

                                                      and

                                          Keefe, Bruyette & Woods, Inc.
                                          787 7th Avenue
                                          4th Floor
                                          New York, New York  10019
                                          Telecopier:  212-403-2000
                                          Telephone:  212-403-1004
                                          Attention:  Mitchell Kleinman,
                                                      General Counsel

            with a copy to:

                                          Lewis, Rice & Fingersh, L.C.
                                          500 North Broadway, Suite 2000
                                          St. Louis, Missouri  63102
                                          Telecopier:  314-241-6056
                                          Telephone:  314-444-7600
                                          Attention:  Thomas C. Erb, Esq.

                                                      and

                                          Sidley Austin Brown & Wood LLP
                                          875 Third Avenue
                                          New York, New York  10022
                                          Telecopier:  212-906-2021
                                          Telephone:  212-906-2575
                                          Attention:  Renwick Martin, Esq.

            if to the Offerors, to:

                                          First Financial Bancorp
                                          701 South Ham Lane
                                          Lodi, California  95242
                                          Telecopier:  209-367-6968
                                          Telephone:  209-367-2000
                                          Attention:  Leon J. Zimmerman

                                       15
<PAGE>

            with a copy to:

                                          McCutchen, Doyle, Brown & Enersen, Loo
                                          Three Embarcadero Center
                                          San Francisco, California  94111-4067
                                          Telecopier:  415-393-2286
                                          Telephone:  415-393-2000
                                          Attention:  Keith D. Ungles

            All such  notices  and  communications  shall be deemed to have been
duly given (i) at the time delivered by hand, if personally delivered, (ii) five
business days after being  deposited in the mail,  postage  prepaid,  if mailed,
(iii) when  answered  back,  if telexed,  (iv) the next business day after being
telecopied,  or (v) the next business day after timely delivery to a courier, if
sent by overnight air courier guaranteeing next day delivery. From and after the
Closing,  the  foregoing  notice  provisions  shall be  superseded by any notice
provisions of the Operative Documents under which notice is given. The Placement
Agents, the Company,  and their respective counsel,  may change their respective
notice  addresses  from time to time by written  notice to all of the  foregoing
persons.

         12.2. Parties in Interest,  Successors and Assigns. Except as expressly
set forth herein, this Agreement is made solely for the benefit of the Placement
Agents,  the Purchaser and the Offerors and any person controlling the Placement
Agents,  the  Purchaser  or the  Offerors and their  respective  successors  and
assigns;  and no other person shall acquire or have any right under or by virtue
of this  Agreement.  This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties.

         12.3.  Counterparts.  This  Agreement  may be  executed  by the parties
hereto in separate counterparts,  each of which when so executed shall be deemed
to be an original and all of which taken together  shall  constitute one and the
same agreement.

         12.4.  Headings.  The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         12.5.  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE  WITH THE INTERNAL LAWS (AND NOT THE LAWS  PERTAINING TO CONFLICTS
OF LAWS) OF THE STATE OF NEW YORK.

         12.6.  Entire  Agreement.  This  Agreement,  together  with  the  other
Operative  Documents and the other  documents  delivered in connection  with the
transactions  contemplated  by this  Agreement,  is intended by the parties as a
final  expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject  matter  contained  herein and therein.  There are no  restrictions,
promises, warranties or undertakings,  other than those set forth or referred to
herein and therein. This Agreement, together with the other Operative Documents,
supersedes  all prior  agreements  and  understandings  between the parties with
respect to such subject matter.

         12.7. Severability. In the event that any one or more of the provisions
contained  herein,  or the  application  thereof in any  circumstances,  is held
invalid,  illegal or unenforceable in any respect for any reason,  the validity,
legality and  enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected, it
being intended that all of the Placement Agents' and the Purchaser's  rights and
privileges shall be enforceable to the fullest extent permitted by law.

                                       16
<PAGE>

         12.8.  Survival.  The Placement Agents and the Offerors,  respectively,
agree that the  representations,  warranties and agreements made by each of them
in this Agreement and in any certificate or other instrument  delivered pursuant
hereto shall remain in full force and effect and shall  survive the delivery of,
and payment for, the Capital Securities.

                     Signatures appear on the following page



                                       17
<PAGE>

            If this  Agreement  is  satisfactory  to you,  please so indicate by
signing the  acceptance of this  Agreement and deliver such  counterpart  to the
Offerors  whereupon this Agreement will become binding  between us in accordance
with its terms.

                                Very truly yours,

                                FIRST FINANCIAL BANCORP


                                By:
                                   ---------------------------------------------
                                Name:
                                     -------------------------------------------
                                Title:
                                      ------------------------------------------


                                FIRST FINANCIAL (CA) STATUTORY TRUST I


                                By:
                                   ---------------------------------------------
                                Name:
                                     -------------------------------------------
                                Title:  Administrator



CONFIRMED AND ACCEPTED,
as of the date first set forth above


FTN FINANCIAL CAPITAL MARKETS,
a division of First Tennessee Bank, N.A.,
as a Placement Agent


By:
   ------------------------------------------
Name:
     ----------------------------------------
Title:
      ---------------------------------------


KEEFE, BRUYETTE & WOODS, INC.
a New York corporation, as a Placement Agent


By:
   ------------------------------------------
Name:
     ----------------------------------------
Title:
      ---------------------------------------


                                       18
<PAGE>

                                    EXHIBIT A
                         FORM OF SUBSCRIPTION AGREEMENT
                     FIRST FINANCIAL (CA) STATUTORY TRUST I
                             FIRST FINANCIAL BANCORP

                             SUBSCRIPTION AGREEMENT

                                 March 26, 2002

         THIS  SUBSCRIPTION   AGREEMENT  (this  "Agreement")  made  among  First
Financial (CA) Statutory Trust I (the "Trust"),  a statutory trust created under
the Connecticut  Statutory Trust Act (Chapter 615 of Title 34 of the Connecticut
General Statutes,  Section 500, et seq.),  First Financial Bancorp, a California
corporation,  with its principal  offices  located at 701 South Ham Lane,  Lodi,
California  95242  (the  "Company"  and,   collectively   with  the  Trust,  the
"Offerors"), and Preferred Term Securities V, Ltd. (the "Purchaser").

                                    RECITALS:

         A. The  Trust  desires  to issue  5,000 of its  Floating  Rate  Capital
Securities (the "Capital Securities"),  liquidation amount $1,000.00 per Capital
Security,  representing  an undivided  beneficial  interest in the assets of the
Trust  (the  "Offering"),  to be issued  pursuant  to an  Amended  and  Restated
Declaration of Trust (the "Declaration") by and among the Company,  State Street
Bank and Trust Company of Connecticut,  National  Association  ("State Street"),
the administrators  named therein,  and the holders (as defined therein),  which
Capital  Securities  are  to be  guaranteed  by  the  Company  with  respect  to
distributions and payments upon liquidation,  redemption and otherwise  pursuant
to the terms of a Guarantee  Agreement  between the Company and State Street, as
trustee (the "Guarantee"); and

         B.  The  proceeds  from  the  sale of the  Capital  Securities  will be
combined  with the  proceeds  from the sale by the Trust to the  Company  of its
common  securities,  and will be used by the  Trust to  purchase  an  equivalent
amount of Floating Rate Junior  Subordinated  Deferrable  Interest Debentures of
the  Company  (the  "Debentures")  to be issued by the  Company  pursuant  to an
indenture  to be  executed  by the Company  and State  Street,  as trustee  (the
"Indenture"); and

         C. In consideration of the premises and the mutual  representations and
covenants hereinafter set forth, the parties hereto agree as follows:

                                   ARTICLE I

                     PURCHASE AND SALE OF CAPITAL SECURITIES

         1.1. Upon the execution of this Subscription  Agreement,  the Purchaser
hereby  agrees to purchase  from the Trust 5,000  Capital  Securities at a price
equal to $1,000.00  per Capital  Security (the  "Purchase  Price") and the Trust
agrees to sell such Capital Securities to the Purchaser for said Purchase Price.
The  rights  and  preferences  of the  Capital  Securities  are set forth in the
Declaration.  The Purchase  Price is payable in immediately  available  funds on
March  26,  2002,  or  such  other  business  day as may  be  designated  by the
Purchaser,  but in no event later than March 28, 2002 (the "Closing Date").  The
Offerors shall provide the Purchaser wire transfer  instructions no later than 1
day following the date hereof.

                                      A-1
<PAGE>

         1.2. The certificate for the Capital  Securities  shall be delivered by
the Trust on the Closing Date to the Purchaser or its designee.

         1.3.  The  Placement  Agreement,  dated March 14, 2002 (the  "Placement
Agreement"),  among the Offerors and the  Placement  Agents  identified  therein
includes  certain  representations  and warranties,  covenants and conditions to
closing  and  certain  other  matters  governing  the  Offering.  The  Placement
Agreement  is hereby  incorporated  by  reference  into this  Agreement  and the
Purchaser shall be entitled to each of the benefits of the Placement  Agents and
the Purchaser under the Placement Agreement and shall be entitled to enforce the
obligations of the Offerors  under such  Placement  Agreement as fully as if the
Purchaser were a party to such Placement Agreement.

                                   ARTICLE II

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         2.1.  The  Purchaser  understands  and  acknowledges  that  neither the
Capital Securities,  the Debentures nor the Guarantee have been registered under
the  Securities  Act of 1933, as amended (the  "Securities  Act"),  or any other
applicable  securities  law,  are  being  offered  for  sale  by  the  Trust  in
transactions not requiring registration under the Securities Act, and may not be
offered,  sold,  pledged or otherwise  transferred  by the  Purchaser  except in
compliance with the registration requirements of the Securities Act or any other
applicable  securities  laws,  pursuant  to  an  exemption  therefrom  or  in  a
transaction not subject thereto.

         2.2. The Purchaser  represents,  warrants and certifies  that (i) it is
not a "U.S.  person" as such term is  defined  in Rule 902 under the  Securities
Act, (ii) it is not acquiring the Capital  Securities for the account or benefit
of any such U.S. person,  (iii) the offer and sale of Capital  Securities to the
Purchaser  constitutes  an  "offshore  transaction"  under  Regulation  S of the
Securities Act, and (iv) it will not engage in hedging  transactions with regard
to the Capital  Securities  unless such transactions are conducted in compliance
with the  Securities  Act and the  Purchaser  agrees to the legends and transfer
restrictions set forth on the Capital Securities certificate.

         2.3. The Purchaser  represents  and warrants that it is purchasing  the
Capital Securities for its own account, for investment,  and not with a view to,
or for offer or sale in connection with, any  distribution  thereof in violation
of the  Securities  Act or other  applicable  securities  laws,  subject  to any
requirement  of law that the  disposition of its property be at all times within
its  control  and  subject to its  ability  to resell  such  Capital  Securities
pursuant to an effective  registration  statement  under the  Securities  Act or
under Rule 144A or any other  exemption from  registration  available  under the
Securities Act or any other applicable Securities law.

         2.4. The Purchaser  represents  and warrants that it has full power and
authority to execute and deliver this Agreement, to make the representations and
warranties  specified  herein,  and to consummate the transactions  contemplated
herein and it has full right and power to subscribe for Capital  Securities  and
perform its obligations pursuant to this Agreement.

         2.5. The Purchaser,  a Cayman Islands  Company whose business  includes
issuance of certain notes and acquiring the Capital Securities and other similar
securities, represents and warrants that it has such knowledge and experience in
financial and business  matters that it is capable of evaluating  the merits and
risks of  purchasing  the Capital  Securities,  has had the  opportunity  to ask
questions of, and receive answers and request  additional  information from, the
Offerors  and is aware that it may be required to bear the  economic  risk of an
investment in the Capital Securities.

                                      A-2
<PAGE>

         2.6. The  Purchaser  represents  and warrants  that no filing with,  or
authorization, approval, consent, license, order, registration, qualification or
decree of, any governmental  body, agency or court having  jurisdiction over the
Purchaser,  other than those that have been made or  obtained,  is  necessary or
required for the  performance  by the  Purchaser of its  obligations  under this
Subscription Agreement or to consummate the transactions contemplated herein.

         2.7.  The  Purchaser  represents  and warrants  that this  Subscription
Agreement has been duly authorized, executed and delivered by the Purchaser.

         2.8. The  Purchaser  represents  and warrants that (i) the Purchaser is
not in  violation or default of any term of its  Memorandum  of  Association  or
Articles of Association, of any provision of any mortgage, indenture,  contract,
agreement, instrument or contract to which it is a party or by which it is bound
or of any judgment,  decree, order, writ or, to its knowledge, any statute, rule
or regulation applicable to the Purchaser which would prevent the Purchaser from
performing any material obligation set forth in this Subscription Agreement; and
(ii) the  execution,  delivery  and  performance  of and  compliance  with  this
Subscription  Agreement,  and the consummation of the transactions  contemplated
herein,  will not,  with or  without  the  passage  of time or giving of notice,
result in any such  material  violation,  or be in conflict with or constitute a
default  under  any  such  term,  or  the  suspension,  revocation,  impairment,
forfeiture or  non-renewal  of any permit,  license,  authorization  or approval
applicable to the Purchaser,  its business or operations or any of its assets or
properties  which would  prevent the  Purchaser  from  performing  any  material
obligations set forth in this Subscription Agreement.

         2.9. The  Purchaser  represents  and warrants  that the Purchaser is an
exempted company with limited liability duly incorporated,  validly existing and
in good standing under the laws of the jurisdiction where it is organized,  with
full power and  authority  to perform its  obligations  under this  Subscription
Agreement.

         2.10. The Purchaser  understands and acknowledges that the Company will
rely  upon  the   truth  and   accuracy   of  the   foregoing   acknowledgments,
representations,  warranties  and  agreements  and  agrees  that,  if any of the
acknowledgments,  representations,  warranties or agreements deemed to have been
made by it by its purchase of the Capital Securities are no longer accurate,  it
shall promptly notify the Company.

         2.11. The Purchaser understands that no public market exists for any of
the Capital  Securities,  and that it is unlikely that a public market will ever
exist for the Capital Securities.

                                  ARTICLE III

                                  MISCELLANEOUS

         3.1. Any notice or other  communication given hereunder shall be deemed
sufficient  if in writing  and sent by  registered  or  certified  mail,  return
receipt  requested,  international  courier or delivered by hand against written
receipt therefor,  or by facsimile  transmission and confirmed by telephone,  to
the following addresses,  or such other address as may be furnished to the other
parties as herein provided:

                        To the Offerors:      First Financial Bancorp
                                              701 South Ham Lane
                                              Lodi, California  95242
                                              Attention:  Leon J. Zimmerman
                                              Fax:  209-367-6968

                                      A-3
<PAGE>

                        To the Purchaser:     Preferred Term Securities V, Ltd.
                                              c/o QSPV Limited
                                              P.O. Box 1093 GT
                                              Queensgate House
                                              South Church Street
                                              George Town, Grand Cayman
                                              Cayman Islands
                                              Attention:  The Directors
                                              Fax:  345-945-7100

                  Unless otherwise  expressly provided herein,  notices shall be
deemed to have been  given on the date of  mailing,  except  notice of change of
address, which shall be deemed to have been given when received.

         3.2. This Agreement shall not be changed, modified or amended except by
a writing  signed by the parties to be charged,  and this  Agreement  may not be
discharged  except by performance  in accordance  with its terms or by a writing
signed by the party to be charged.

         3.3.  Upon  the  execution  and  delivery  of  this  Agreement  by  the
Purchaser,  this  Agreement  shall become a binding  obligation of the Purchaser
with respect to the purchase of Capital Securities as herein provided.

         3.4.  NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY
ANY OF THE PARTIES  HERETO,  THE PARTIES  EXPRESSLY AGREE THAT ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

         3.5.  The  parties  agree to  execute  and  deliver  all  such  further
documents,  agreements and instruments and take such other and further action as
may be  necessary  or  appropriate  to carry out the purposes and intent of this
Agreement.

         3.6. This Agreement may be executed in one or more counterparts each of
which shall be deemed an original,  but all of which shall  together  constitute
one and the same instrument.

         3.7.  In the  event  that any one or more of the  provisions  contained
herein,  or the  application  thereof  in any  circumstances,  is held  invalid,
illegal or unenforceable in any respect for any reason,  the validity,  legality
and  enforceability  of any such  provision  in every  other  respect and of the
remaining  provisions  hereof shall not be in any way  impaired or affected,  it
being  intended  that  all of the  Offerors'  and  the  Purchaser's  rights  and
privileges shall be enforceable to the fullest extent permitted by law.

                     Signatures appear on the following page



                                      A-4
<PAGE>



         IN WITNESS  WHEREOF,  I have set my hand the day and year first written
above.



PREFERRED TERM SECURITIES V, LTD.


By:
   -----------------------------------
Print Name:
            --------------------------
Title:
       -------------------------------

            IN WITNESS  WHEREOF,  this  Subscription  Agreement is agreed to and
accepted as of the day and year first written above.


                                      FIRST FINANCIAL BANCORP


                                      By:
                                         ---------------------------------------

                                      Name:
                                           -------------------------------------

                                      Title:
                                            ------------------------------------



                                      FIRST FINANCIAL (CA) STATUTORY TRUST I


                                      By:
                                         ---------------------------------------

                                      Name:
                                           -------------------------------------

                                      Title:  Administrator




                                      A-5
<PAGE>

                                   EXHIBIT B-1

                         FORM OF COMPANY COUNSEL OPINION

                                 March 26, 2002

Preferred Term Securities V, Ltd.        FTN Financial Capital Markets
P. O. Box 1093 GT                        845 Crossover Lane, Suite 150
Queensgate House                         Memphis, Tennessee  38117
South Church Street
George Town, Grand Cayman                Keefe, Bruyette & Woods, Inc.
Grand Cayman Islands                     787 7th Avenue
British West Indies                      4th Floor
                                         New York, New York  10019

Ladies and Gentlemen:

         We have acted as counsel to First Financial Bancorp (the "Company"),  a
California  corporation in connection with a certain Placement Agreement,  dated
March 14,  2002,  (the  "Placement  Agreement"),  between  the Company and First
Financial (CA) Statutory  Trust I (the "Trust"),  on one hand, and FTN Financial
Capital Markets and Keefe,  Bruyette & Woods, Inc. (the "Placement Agents"),  on
the other hand.  Pursuant to the Placement  Agreement,  and subject to the terms
and conditions  stated therein,  the Trust will issue and sell to Preferred Term
Securities V, Ltd. (the "Purchaser"),  $5,000,000.00  aggregate principal amount
of Floating Rate Capital  Securities  (liquidation  amount $1,000.00 per capital
security) (the "Capital Securities").

         Capitalized  terms used herein and not otherwise defined shall have the
same meanings ascribed to them in the Placement Agreement.

         The law covered by the opinions  expressed herein is limited to the law
of the United States of America and of the State of California.

         We have  made such  investigations  of law as,  in our  judgment,  were
necessary  to render  the  following  opinions.  We have also  reviewed  (a) the
Company's Articles of Incorporation,  as amended,  and its By-Laws,  as amended;
and (b) such corporate documents,  records,  information and certificates of the
Company and its  subsidiaries,  certificates  of public  officials or government
authorities and other documents as we have deemed  necessary or appropriate as a
basis for the opinions  hereinafter  expressed.  As to certain facts material to
our  opinions,   we  have  relied,   with  your  permission,   upon  statements,
certificates or representations, including those delivered or made in connection
with the above-referenced  transaction, of officers and other representatives of
the Company and its subsidiaries and the Trust.

         As used herein,  the phrase "to our  knowledge"  or "to the best of our
knowledge" or other similar  phrase means the actual  knowledge of the attorneys
who have had active involvement in the transactions  described above or who have
prepared  or  signed  this  opinion  letter,   or  who  otherwise  have  devoted
substantial attention to legal matters for the Company.

         Based upon and subject to the foregoing and the further  qualifications
set forth below, we are of the opinion as of the date hereof that:

                                     B-1-1

<PAGE>

         1. The Company is validly  existing and in good standing under the laws
of the State of  California  and is duly  registered  as a bank holding  company
under the Bank Holding Company Act of 1956, as amended.  Each of the Significant
Subsidiaries  is validly  existing  and in good  standing  under the laws of its
jurisdiction  of   organization.   Each  of  the  Company  and  the  Significant
Subsidiaries  has  full  corporate  power  and  authority  to own or  lease  its
properties  and to conduct its business as such business is currently  conducted
in all material respects.  To the best of our knowledge,  all outstanding shares
of capital stock of the Significant  Subsidiaries  have been duly authorized and
validly issued,  and are fully paid and nonassessable  except to the extent such
shares  may be  deemed  assessable  under 12 U.S.C.  Section  1831o or 12 U.S.C.
Section 55, and owned of record and beneficially, directly or indirectly, by the
Company.

         2. The issuance, sale and delivery of the Debentures in accordance with
the terms and conditions of the Placement  Agreement and the Operative Documents
have been duly authorized by all necessary actions of the Company. The issuance,
sale  and  delivery  of the  Subordinated  Debentures  by the  Company  and  the
issuance,  sale and  delivery of the Trust  Securities  by the Trust do not give
rise to any  preemptive  or other  rights to  subscribe  for or to purchase  any
shares of capital stock or equity  securities of the Company or the  Significant
Subsidiaries  pursuant to the corporate  Articles of  Incorporation  or Charter,
By-Laws  or  other  governing  documents  of  the  Company  or  the  Significant
Subsidiaries,  or,  to the  best  of  our  knowledge,  any  agreement  or  other
instrument to which either  Company or the  Subsidiaries  is a party or by which
the Company or the Significant Subsidiaries may be bound.

         3. The  Company  has all  requisite  corporate  power to enter into and
perform its  obligations  under the  Placement  Agreement  and the  Subscription
Agreement,  and the Placement Agreement and the Subscription Agreement have been
duly  and  validly  authorized,  executed  and  delivered  by  the  Company  and
constitute the legal, valid and binding  obligations of the Company  enforceable
in accordance with their terms, except as the enforcement thereof may be limited
by general  principles  of equity  and by  bankruptcy  or other  laws  affecting
creditors' rights generally,  and except as the indemnification and contribution
provisions thereof may be limited under applicable laws and certain remedies may
not be available in the case of a non-material breach.

         4.  Each of the  Indenture,  the  Trust  Agreement  and  the  Guarantee
Agreement has been duly authorized,  executed and delivered by the Company,  and
is a  valid  and  legally  binding  obligation  of the  Company  enforceable  in
accordance  with its terms,  subject to the  effect of  bankruptcy,  insolvency,
reorganization, receivership, moratorium and other laws affecting the rights and
remedies of creditors generally and of general principles of equity.

         5. The Debentures have been duly authorized,  executed and delivered by
the Company,  are entitled to the benefits of the Indenture and are legal, valid
and  binding  obligations  of the  Company  enforceable  against  the Company in
accordance  with their terms,  subject to the effect of bankruptcy,  insolvency,
reorganization, receivership, moratorium and other laws affecting the rights and
remedies of creditors generally and of general principles of equity.

         6. To the best of our knowledge,  neither the Company,  the Trust,  nor
any other  subsidiaries  of the Company is in breach or violation of, or default
under,  with or  without  notice  or  lapse  of time or both,  its  Articles  of
Incorporation  or  Charter,  By-Laws  or other  governing  documents  (including
without  limitation,   the  Trust  Agreement).   The  execution,   delivery  and
performance  of the  Placement  Agreement  and the  Operative  Documents and the
consummation of the transactions contemplated by the Placement Agreement and the
Operative  Documents  do not and  will  not (i)  conflict  with,  result  in the
creation or imposition  of any material  lien,  claim,  charge,  encumbrance  or
restriction upon any property or assets of the Company or its  subsidiaries,  or
(ii)  constitute  a material  breach or violation  of, or  constitute a material
default  under,  with or  without  notice  or lapse of time or both,  any of the
terms, provisions or conditions of

                                     B-1-2
<PAGE>

(A) the  Articles  of  Incorporation  or  Charter,  By-Laws  or other  governing
documents  of the  Company  or its  subsidiaries,  or  (B)  to the  best  of our
knowledge,  any material contract,  indenture,  mortgage, deed of trust, loan or
credit  agreement,  note,  lease,  franchise,  license or any other agreement or
instrument to which the Company or its  subsidiaries  is a party or by which any
of them or any of their  respective  properties  may be bound or (C) any  order,
decree, judgment,  franchise,  license, permit, rule or regulation of any court,
arbitrator,  government, or governmental agency or instrumentality,  domestic or
foreign, known to us having jurisdiction over the Company or its subsidiaries or
any of their  respective  properties  which,  in the case of each of (i) or (ii)
above, is material to the Company and its subsidiaries on a consolidated basis.

         7. Except for  filings,  registrations  or  qualifications  that may be
required by applicable securities laws, no authorization,  approval,  consent or
order of, or filing,  registration or qualification with, any person (including,
without limitation, any court, governmental body or authority) is required under
the  laws of the  State  of  California  in  connection  with  the  transactions
contemplated  by  the  Placement   Agreement  and  the  Operative  Documents  in
connection with the offer and sale of the Capital  Securities as contemplated by
the Placement Agreement and the Operative Documents.

         8. To the best of our  knowledge  (i) no action,  suit or proceeding at
law or in  equity  is  pending  or  threatened  to  which  the  Offerors  or its
subsidiaries  is or may be a party,  and (ii) no action,  suit or  proceeding is
pending or threatened  against or affecting the Offerors or its  subsidiaries or
any of  their  properties,  before  or by any  court or  governmental  official,
commission,  board or other  administrative  agency,  authority or body,  or any
arbitrator,  wherein an unfavorable decision, ruling or finding could reasonably
be  expected  to have a  material  adverse  effect  on the  consummation  of the
transactions contemplated by the Placement Agreement and the Operative Documents
or the issuance and sale of the Capital  Securities as  contemplated  therein or
the condition (financial or otherwise),  earnings, affairs, business, or results
of operations of the Offerors and its subsidiaries on a consolidated basis.

         9.  Assuming  the  truth  and  accuracy  of  the   representations  and
warranties of the Placement Agents in the Placement  Agreement and the Purchaser
in the  Subscription  Agreement,  it is not  necessary  in  connection  with the
offering,  sale and delivery of the Capital  Securities,  the Debentures and the
Guarantee Agreement (or the Guarantee) to register the same under the Securities
Act of 1933, as amended,  under the circumstances  contemplated in the Placement
Agreement and the Subscription Agreement.

         10.  Neither the Company nor the Trust is or after giving effect to the
offering  and  sale  of the  Capital  Securities  and  the  consummation  of the
transactions  described  in the  Placement  Agreement  will be,  an  "investment
company" or an entity  "controlled"  by an  "investment  company,"  in each case
within the meaning of the Investment Company Act of 1940, as amended.

         The opinion expressed in the first two sentences of numbered  paragraph
1 of  this  Opinion  Letter  is  based  solely  upon  certain  certificates  and
confirmations  issued by the applicable  governmental  officer or authority with
respect to each of the Company and the Significant Subsidiaries.

         With respect to the foregoing opinions, since no member of this firm is
actively  engaged in the  practice  of law in the States of  Connecticut  or New
York,  we do not express any opinions as to the laws of such states and have (i)
relied, with your approval, upon the opinion of Bingham Dana LLP with respect to
matters of  Connecticut  law and (ii)  assumed,  with your  approval and without
rendering any opinion to such effect, that the laws of the State of New York are
substantively  identical to the laws of the State of California,  without regard
to conflict of law provisions.

                                     B-1-3
<PAGE>

         This  opinion is rendered to you solely  pursuant to Section  3.1(a) of
the Placement Agreement.  As such, it may be relied upon by you only and may not
be used or relied upon by any other  person for any purpose  whatsoever  without
our prior written consent.

                                Very truly yours,


                                     B-1-4
<PAGE>


                                   EXHIBIT B-2

                       FORM OF CONNECTICUT COUNSEL OPINION

TO THE PARTIES LISTED
ON SCHEDULE I HERETO

Ladies and Gentlemen:

         We have  acted as  special  counsel  in the State of  Connecticut  (the
"State") for First Financial (CA) Statutory Trust I (the "Trust"), a Connecticut
statutory trust formed pursuant to the Amended and Restated Declaration of Trust
(the "Trust  Agreement")  dated as of the date  hereof,  among  First  Financial
Bancorp, a California  corporation (the "Sponsor"),  State Street Bank and Trust
Company of Connecticut,  National  Association,  a national banking  association
("State Street"),  in its capacity as Institutional  Trustee (the "Institutional
Trustee"), and Benjamin R. Goehring, Weldon D. Schumacher and Leon J. Zimmerman,
each, an individual,  (each, an "Administrator") in connection with the issuance
by the Trust to the Holders (as defined in the Trust  Agreement)  of its capital
securities (the "Capital  Securities") pursuant to the Placement Agreement dated
as of March 14, 2002 (the "Placement  Agreement"),  the issuance by the Trust to
the Sponsor of its Common  Securities,  pursuant to the Trust  Agreement and the
acquisition by the Trust from the Sponsor of Debentures,  issued pursuant to the
Indenture dated as of the date hereof (the "Indenture").

         The Institutional Trustee has requested that we deliver this opinion to
you in accordance  with Section 3.1(b) of the Placement  Agreement.  Capitalized
terms not  otherwise  defined  herein shall have the meanings  specified  in, or
defined by  reference  in or set forth in the  Operative  Documents  (as defined
below).

         Our  representation  of the Trust has been as special  counsel  for the
limited  purposes  stated above.  As to all matters of fact  (including  factual
conclusions and  characterizations  and  descriptions  of purpose,  intention or
other state of mind), we have relied,  with your  permission,  entirely upon (i)
the  representations  and  warranties  of the parties set forth in the Operative
Documents  and (ii)  certificates  delivered  to us by the  management  of State
Street, and have assumed, with your permission, without independent inquiry, the
accuracy of those representations, warranties and certificates.

         We have examined the following documents to which the Trust is a party,
each of which is dated the date hereof, unless otherwise noted:

                  (i)      the Trust Agreement;

                  (ii)     the Placement Agreement;

                  (iii)    the Subscription Agreement;

                  (iv)     the Certificate of Common Securities;

                  (v)      the Certificate of Capital Securities;

                  (vi)     the Guarantee Agreement;

                  (vii)    the Certificate of Trust; and

                                     B-2-1
<PAGE>

                  (viii)   a  Certificate  of  Legal  Existence  for  the  Trust
                           obtained  from the Secretary of State of the State of
                           Connecticut dated March __, 2002 (the "Certificate of
                           Legal Existence").

         The documents  referenced in subparagraphs  (i) through (vii) above are
hereinafter referred to collectively as the "Operative Documents."

         We have also  examined  originals,  or copies,  certified  or otherwise
identified to our  satisfaction,  of such other corporate and public records and
agreements,  instruments,  certificates  and other  documents  as we have deemed
necessary  or  appropriate  for the  purposes of  rendering  this  opinion.  For
purposes of our opinion rendered in paragraph 1 below, with respect to the legal
existence of the Trust,  our opinion relies  entirely upon and is limited by the
Certificate of Legal Existence, which is attached hereto as Exhibit A.

         We  have  assumed,  with  your  permission,   the  genuineness  of  all
signatures (other than those on behalf of State Street,  the Guarantee  Trustee,
Indenture Trustee,  Institutional  Trustee and the Trust), the conformity of the
originals  of all  documents  reviewed  by us as copies,  the  authenticity  and
completeness of all original  documents  reviewed by us in original or copy form
and the legal  competence of each individual  executing any document (other than
those individuals  executing  documents on behalf of State Street, the Guarantee
Trustee, Indenture Trustee, Institutional Trustee and the Trust).

         When an opinion set forth below is given to the best of our  knowledge,
or to our knowledge, or with reference to matters of which we are aware or which
are known to use, or with another similar qualification,  the relevant knowledge
or awareness is limited to the actual  knowledge or awareness of the  individual
lawyers in the firm who have  participated  directly  and  substantively  in the
specific  transactions  to which this opinion relates and without any special or
additional  investigation  undertaken for the purposes of this opinion except as
indicated herein.

         For the purposes of this opinion we have made such  examination  of law
as we have deemed necessary.  The opinions expressed below are limited solely to
the internal  substantive laws of the State (as applied by courts located in the
State without  regard to choice of law) and we express no opinion as to the laws
of any other  jurisdiction.  To the  extent to which  this  opinion  deals  with
matters  governed by or relating to the laws of any other state or jurisdiction,
we have assumed, with your permission, that the Operative Documents are governed
by the internal substantive laws of the State.

         We express no opinion as to (i) the effect of suretyship  defenses,  or
defenses  in  the  nature  thereof,  with  respect  to  the  obligations  of any
applicable  guarantor,  joint obligor,  surety,  accommodation  party,  or other
secondary  obligor or any  provisions  of the Trust  Agreement  with  respect to
indemnification  or  contribution  and (ii) the accuracy or  completeness of any
exhibits or schedules to the Operative Documents.  No opinion is given herein as
to the  choice  of law or  internal  substantive  rules of law that any court or
other  tribunal  may apply to the  transactions  contemplated  by the  Operative
Documents.  No opinion is expressed  herein as to the  application  or effect of
federal  securities laws or as to the securities or so-called "Blue Sky" laws of
Connecticut or of any other state or other jurisdiction.

         Our opinion, with your permission,  is further subject to the following
exceptions, qualifications and assumptions:

                  (a) We have assumed without any independent investigation that
         (i) each party to the Operative Documents, other than State Street, the
         Guarantee  Trustee,  Indenture Trustee,  Institutional  Trustee and the
         Trust,  as  applicable,  at all  times  relevant  thereto,  is  validly
         existing and in good  standing  under the laws of the  jurisdiction  in
         which it is  organized,  and is  qualified  to do business  and in good
         standing under the laws of each jurisdiction  where such  qualification
         is

                                     B-2-2
<PAGE>

         required  generally or necessary in order for such party to enforce its
         rights under such Operative Documents, (ii) each party to the Operative
         Documents,  at all times relevant thereto,  had and has the full power,
         authority  and legal  right  under its  certificate  of  incorporation,
         partnership  agreement,  by-laws,  and other  governing  organizational
         documents,  and  the  applicable  corporate,   partnership,   or  other
         enterprise  legislation and other  applicable  laws, as the case may be
         (other than State Street,  the Guarantee  Trustee,  Indenture  Trustee,
         Institutional Trustee or the Trust) to execute,  deliver and to perform
         its obligations under, the Operative Documents, and (iii) each party to
         the Operative Documents other than State Street, the Guarantee Trustee,
         Indenture Trustee, Institutional Trustee or the Trust has duly executed
         and delivered each of such  agreements and instruments to which it is a
         party  and that the  execution  and  delivery  of such  agreements  and
         instruments and the  transactions  contemplated  thereby have been duly
         authorized by proper corporate or other  organizational  proceedings as
         to each such party.

                  (b) We have assumed without any independent  investigation (i)
         that the Institutional Trustee, the Sponsor and the Administrators have
         received the agreed to and stated  consideration  for the incurrence of
         the obligations  applicable to it under the Trust Agreement and each of
         the  other  Operative  Documents,  (ii)  that  each  of  the  Operative
         Documents  (other  than the Trust  Agreement)  is a valid,  binding and
         enforceable  obligation  of each  party  thereto  other than the Trust,
         State Street and the Institutional Trustee, as applicable; and, for the
         purposes of this opinion letter, we herein also assume that each of the
         Operative  Documents  (other than the Trust  Agreement)  constitutes  a
         valid,  binding  and  enforceable   obligation  of  State  Street,  the
         Guarantee  Trustee  and the  Indenture  Trustee,  as  applicable  under
         Connecticut and federal law (as to which such matters we are delivering
         to you a separate  opinion letter on this date, which is subject to the
         assumptions, qualifications and limitations set forth therein).

                  (c) The  enforcement of any  obligations of State Street,  the
         Sponsor  and  the  Administrators,   as  applicable,  under  the  Trust
         Agreement and the  obligations  of the Trust under the other  Operative
         Documents  may be  limited  by the  receivership,  conservatorship  and
         supervisory  powers  of  depository   institution  regulatory  agencies
         generally,  as  well  as  by  bankruptcy,  insolvency,  reorganization,
         moratorium,  marshaling  or other laws and rules of law  affecting  the
         enforcement generally of creditors' rights and remedies (including such
         as may deny  giving  effect  to  waivers  of  debtors'  or  guarantors'
         rights);  and  we  express  no  opinion  as to  the  status  under  any
         fraudulent  conveyance  laws or fraudulent  transfer laws of any of the
         obligations of State Street,  the Sponsor,  the  Administrators  or the
         Trust under any of the Operative Documents.

                  (d) We  express no  opinion  as to the  enforceability  of any
         particular  provision  of the Trust  Agreement  or the other  Operative
         Documents relating to remedies after default.

                  (e) We express no opinion as the  availability of any specific
         or equitable relief of any kind.

                  (f) The  enforcement of any rights may in all cases be subject
         to an  implied  duty of good  faith  and fair  dealing  and to  general
         principles  of equity  (regardless  of whether such  enforceability  is
         considered in a proceeding at law or in equity).

                  (g) We  express no  opinion  as to the  enforceability  of any
         particular  provision of any of the Operative Documents relating to (i)
         waivers of rights to object to  jurisdiction  or venue,  or consents to
         jurisdiction  or venue,  (ii)  waivers  of rights  to (or  methods  of)
         service  of  process,  or rights to trial by jury,  or other  rights or
         benefits  bestowed by operation of law, (iii) waivers of any applicable
         defenses,  setoffs,  recoupments,  or  counterclaims,  (iv)  waivers or
         variations of  provisions  which are not capable of waiver or variation
         under Sections  1-102(3),  9-501(3) or

                                      B-2-3
<PAGE>

         other  provisions of the Uniform  Commercial Code ("UCC") of the State,
         (v) the grant of powers of  attorney  to any person or entity,  or (vi)
         exculpation  or exoneration  clauses,  indemnity  clauses,  and clauses
         relating to releases or waivers of unmatured claims or rights.

                  (h)  We  express  no  opinion  as  to  the  effect  of  events
         occurring,  circumstances arising, or changes of law becoming effective
         or  occurring,  after the date hereof on the matters  addressed in this
         opinion  letter,  and we assume  no  responsibility  to  inform  you of
         additional or changed facts,  or changes in law, of which we may become
         aware.

                  (i) We express no opinion as to any requirement that any party
         to  the   Operative   Documents  (or  any  other  persons  or  entities
         purportedly entitled to the benefits thereof) qualify or register to do
         business in any  jurisdiction in order to be able to enforce its rights
         thereunder or obtain the benefits thereof.

         Based  upon  the   foregoing  and  subject  to  the   limitations   and
qualifications set forth herein, we are of the opinion that:

         1.  The  Trust  has been  duly  formed  and is  validly  existing  as a
statutory trust under the Connecticut  Statutory Trust Act, Chapter 615 of Title
34 of the Connecticut General Statutes, Section 500, et seq. (the "Act").

         2. The Trust  Agreement  constitutes a valid and binding  obligation of
State Street and the Institutional  Trustee enforceable against State Street and
the Institutional Trustee in accordance with the terms thereof.

         3. The Trust  Agreement  constitutes a valid and binding  obligation of
the  Sponsor  and the  Administrators,  enforceable  against the Sponsor and the
Administrators in accordance with its terms.

         4. The Trust has the requisite trust power and authority to (a) execute
and deliver, and to perform its obligations under, the Operative Documents,  and
(b) perform its obligations under such Operative Documents.

         5.  Each of the  Operative  Documents  to  which  the  Trust is a party
constitutes a valid and binding obligation of the Trust, enforceable against the
Trust in accordance with the terms thereof.

         6. The Capital  Securities have been duly authorized by the Trust under
the  Trust  Agreement,  and the  Capital  Securities,  when  duly  executed  and
delivered to the Holders in accordance with the Trust  Agreement,  the Placement
Agreement and the Subscription Agreement, will be validly issued, fully paid and
nonassessable and will evidence undivided  beneficial interests in the assets of
the Trust and will be entitled to the benefits of the Trust Agreement.

         7. The  Common  Securities  have  been  duly  authorized  by the  Trust
Agreement,  and the Common  Securities,  when duly executed and delivered to the
Company in accordance with the Trust Agreement,  the Placement Agreement and the
Subscription Agreement and delivered and paid for in accordance therewith,  will
be validly issued,  fully paid and  nonassessable  (subject to Section 9.1(b) of
the Trust  Agreement  which  provides that the Holders of Common  Securities are
liable  for debts and  obligations  of the Trust to the  extent  such  debts and
obligations  are not  satisfied  out of the Trust's  assets)  and will  evidence
undivided  beneficial  interests in the assets of the Trust and will be entitled
to the benefits of the Trust Agreement.

         8. Neither the  execution,  delivery or performance by the Trust of the
Operative  Documents,   the  consummation  by  the  Trust  of  the  transactions
contemplated  thereby,  nor  compliance  by the Trust

                                     B-2-4
<PAGE>

with any of the terms and provisions thereof,  (a) violates the Trust Agreement,
or, to the best of our knowledge,  contravenes or will  contravene any provision
of, or constitutes a default  under,  or results in any breach of, or results in
the creation of any lien (other than as permitted under the Operative Documents)
upon property of the Trust under,  any indenture,  mortgage,  chattel  mortgage,
deed of trust,  conditional  sales  contract,  bank  loan or  credit  agreement,
license or other agreement or instrument,  in each case known to us, to which it
is a party or by which it is bound or (b)  violates any  applicable  Connecticut
law governing the Trust, or, to the best of our knowledge, any judgment or order
of any court or other  tribunal,  in each  case  known to us,  applicable  to or
binding on it.

         9. No consent,  approval,  order or authorization  of, giving of notice
to, or  registration  with,  or taking of any other  action in  respect  of, any
Connecticut  governmental  authority  regulating  the Trust is required  for the
execution,  delivery,  validity or  performance  of, or the carrying out by, the
Trust of any of the transactions contemplated by the Operative Documents,  other
than any such consent, approval, order, authorization,  registration,  notice or
action as has been duly obtained, given or taken.

         10. The Holders,  as the beneficial holders of the Capital  Securities,
will be  entitled  to the same  limitation  of  personal  liability  extended to
shareholders of domestic corporations organized under the laws of the State.

         11. Under the Trust Agreement,  the issuance of the Capital  Securities
is not subject to preemptive rights.

         12.  Assuming that the Trust will not be taxable as a  corporation  for
federal income tax purposes,  but rather will be classified for such purposes as
a  grantor  trust,  the  Trust  will not be  subject  to any  tax,  fee or other
government  charge under the laws of the State of  Connecticut  or any political
subdivision thereof.

         This opinion is rendered  solely for the benefit of those  institutions
listed on Schedule I hereto and their  successors and assigns in connection with
the transactions  contemplated by the Operative Documents and may not be used or
relied upon by any other person or for any other purpose.

                                Very truly yours,



                                BINGHAM DANA LLP

                                     B-2-5

<PAGE>


                                   SCHEDULE I


State Street Bank and Trust Company of Connecticut, National Association

State Street Bank and Trust Company

FTN Financial Capital Markets

Keefe, Bruyette & Woods, Inc.

Preferred Term Securities V, Ltd.

Preferred Term Securities V, Inc.

Lewis, Rice & Fingersh, L.C.

First Financial Bancorp

McCutchen, Doyle, Brown & Enersen, LLP

                                     B-2-6

<PAGE>


                            EXHIBIT A TO EXHIBIT B-2

                         CERTIFICATE OF LEGAL EXISTENCE

                                  See attached


                                     B-2-7
<PAGE>

                                   EXHIBIT B-3

                           FORM OF TAX COUNSEL OPINION




First Financial Bancorp
701 South Ham Lane
Lodi, California  95242

First Financial (CA) Statutory Trust I
c/o First Financial Bancorp
701 South Ham Lane
Lodi, California  95242

FTN Financial Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee 38117

Keefe, Bruyette & Woods, Inc.
787 7th Avenue
4th Floor
New York, New York  10019

Ladies and Gentlemen:

         We have acted as special tax counsel to First Financial  Bancorp and to
First Financial (CA) Statutory Trust I in connection with the proposed  issuance
of (i) Floating  Rate  Capital  Securities,  liquidation  amount  $1,000.00  per
Capital  Security (the "Capital  Securities")  of First Financial (CA) Statutory
Trust I, a statutory  business trust created under the laws of Connecticut  (the
"Trust"), pursuant to the terms of the Amended and Restated Declaration of Trust
dated as of the date hereof by First Financial Bancorp, a California corporation
(the  "Company"),  State Street Bank and Trust Company of Connecticut,  National
Association,  as  institutional  trustee,  and Benjamin R.  Goehring,  Weldon D.
Schumacher and Leon J. Zimmerman,  as  Administrators  (the "Trust  Agreement"),
(ii) Junior  Subordinated  Deferrable  Interest  Debentures (the  "Corresponding
Debentures")  of the Company issued  pursuant to the terms of an Indenture dated
as of the date hereof from the Company to State Street Bank and Trust Company of
Connecticut,   National  Association,   as  trustee  (the  "Indenture"),   which
Debentures  are to be sold by the Company to the Trust,  and (iii) the Guarantee
Agreement of the Company with respect to the Capital  Securities dated as of the
date hereof  (the  "Guarantee")  between  the Company and State  Street Bank and
Trust Company of Connecticut,  National  Association,  as guarantee trustee. The
Capital  Securities  and  the  Corresponding  Debentures  are  to be  issued  as
contemplated by the Offering  Circular (the "Offering  Circular") dated March 6,
2002 prepared by Preferred  Term  Securities V, Ltd., an entity formed under the
Companies Law of the Cayman  Islands,  and Preferred Term  Securities V, Inc., a
Delaware corporation.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of documents, corporate records and other instruments as we
have deemed necessary or appropriate for purposes of this opinion  including (i)
the Offering Circular,  (ii) the Indenture,  (iii) the form of the Corresponding
Debentures  attached as an exhibit to the Indenture,  (iv) the Trust  Agreement,
(v) the Guarantee,  and (vi) the form of Capital Securities Certificate attached
as  an  exhibit  to  the  Trust  Agreement   (collectively   the   "Documents").
Furthermore, we have relied upon certain representations

                                     B-3-1
<PAGE>

made by the  Company  and upon the  opinion  of  Bingham  Dana LLP as to certain
matters  of  Connecticut  law.  In  such   examination,   we  have  assumed  the
authenticity  of all documents  submitted to us as originals,  the conformity to
original documents of all documents  submitted to us as certified or photostatic
copies,  the  authenticity  of the  originals  of  such  latter  documents,  the
genuineness of all signatures and the  correctness of all  representations  made
therein.  We have further assumed that there are no agreements or understandings
contemplated therein other than those contained in the Documents.

         Based upon the  foregoing,  and assuming  (i) that the final  Documents
will be substantially identical to the forms examined, (ii) full compliance with
all the terms of the final Documents,  and (iii) the accuracy of representations
made by the Company and delivered to us, we are of the opinion that:

         (a)      The   Corresponding   Debentures   will   be   classified   as
                  indebtedness  of the  Company  for  U.S.  federal  income  tax
                  purposes.

         (b)      The Trust will be  characterized as a grantor trust and not as
                  an  association  taxable  as a  corporation  for U.S.  federal
                  income tax purposes.

         The opinions  expressed  above are based on existing  provisions of the
Internal  Revenue  Code of 1986,  as amended  (the  "Code"),  existing  Treasury
regulations,  published  interpretations  by the Internal Revenue Service of the
Code and such Treasury regulations,  and existing court decisions,  any of which
could be changed at any time.  Any such changes may or may not be  retroactively
applied,  and may result in federal  income tax  consequences  that  differ from
those  reflected  in the  opinions  set forth  above.  We note that  there is no
authority  directly  on  point  dealing  with  securities  such  as the  Capital
Securities  or with  transactions  of the type  described  herein,  and that the
authorities   on  which   this   opinion   is  based  are   subject  to  various
interpretations.  Further,  you should be aware that opinions of counsel have no
official  status and are not  binding  on the  Internal  Revenue  Service or the
courts.  Accordingly, we can provide no assurance that the interpretation of the
federal  income tax laws set forth in our opinions will prevail if challenged by
the IRS in an administrative or judicial proceeding.

         We have also assumed that each transaction  contemplated herein will be
carried out strictly in accordance with the Documents. Any variance in the facts
may result in Federal income tax  consequences  that differ from those reflected
in the opinions set forth above.

            Additionally,  we undertake no  obligation to update this opinion in
the  event  there is  either a change  in the  legal  authorities,  in the facts
(including  the  taking of any  action  by any party to any of the  transactions
described in the Documents relating to such transactions) or in the Documents on
which this opinion is based, or an inaccuracy in any of the representations upon
which we have relied in rendering this opinion.

         We  express  no opinion  with  respect  to any matter not  specifically
addressed by the foregoing opinions,  including state or local tax consequences,
or any federal, state, or local issue not specifically referred to and discussed
above including,  without limitation,  the effect on the matters covered by this
opinion of the laws of any other jurisdiction.

            This letter is delivered for the benefit of the specified addressees
and may not be relied upon by any other person. No portion of this letter may be
quoted or otherwise referred to in any document or delivered to any other person
or entity without the express  written consent of Lewis,  Rice & Fingersh,  L.C.
This opinion letter is rendered as of the date set forth above.

                                Very truly yours,

                                LEWIS, RICE & FINGERSH, L.C.

                                     B-3-2

<PAGE>


Lewis, Rice & Fingersh, L.C.
500 N. Broadway, Suite 2000
St. Louis, Missouri  63102
Attention:  Lawrence H. Weltman, Esq.


         Re:      Representations  Concerning  the  Issuance  of  Floating  Rate
                  Junior   Subordinated   Deferrable  Interest  Debentures  (the
                  "Debentures")  to First  Financial (CA) Statutory Trust I (the
                  "Trust") and Sale of Trust Securities (the "Trust Securities")
                  of the Trust

Ladies and Gentlemen:

         In  accordance  with  your  request,   First  Financial   Bancorp  (the
"Company")  hereby makes the following  representations  in connection  with the
preparation  of your opinion  letter as to the United States  federal income tax
consequences  of the issuance by the Company of the  Debentures to the Trust and
the sale of the Trust Securities.

         Company hereby represents that:

         1. The sole assets of the Trust will be the  Debentures,  any  interest
paid  on  the  Debentures  to  the  extent  not  distributed,  proceeds  of  the
Debentures, or any of the foregoing.

         2. The  Company  intends to use the net  proceeds  from the sale of the
Debentures for general corporate purposes.

         3. The Trust was not formed to conduct any trade or business and is not
authorized to conduct any trade or business.  The Trust exists for the exclusive
purposes  of (i)  issuing  and  selling  the Trust  Securities,  (ii)  using the
proceeds from the sale of Trust Securities to acquire the Debentures,  and (iii)
engaging only in activities necessary or incidental thereto.

         4. The Trust was formed to facilitate  direct  investment in the assets
of the Trust,  and the existence of multiple  classes of ownership is incidental
to that purpose.  There is no intent to provide holders of such interests in the
Trust with diverse interests in the assets of the Trust.

         5. The Company intends to create a debtor-creditor relationship between
the Company, as debtor, and the Trust, as a creditor, upon the issuance and sale
of the  Debentures to the Trust by the Company.  The Company will (i) record and
at all times continue to reflect the Debentures as  indebtedness on its separate
books  and  records  for  financial  accounting  purposes,  and (ii)  treat  the
Debentures as indebtedness for all United States tax purposes.

         6. During each year, the Trust's income will consist solely of payments
made by the Company with respect to the  Debentures.  Such  payments will not be
derived from the active conduct of a financial  business by the Trust.  Both the
Company's  obligation to make such payments and the  measurement  of the amounts
payable by the Company are defined by the terms of the  Debentures.  Neither the
Company's  obligation to make such payments nor the  measurement  of the amounts
payable  by the  Company  is  dependent  on income or  profits of Company or any
affiliate of the Company.

         7. The  Company  expects  that it will be able to make,  and will make,
timely payment of amounts identified by the Debentures as principal and interest
in  accordance  with the  terms of the  Debentures  with  available  capital  or
accumulated earnings.

                                     B-3-3
<PAGE>

         8. The Company presently has no intention to defer interest payments on
the Debentures,  and it considers the likelihood of such a deferral to be remote
because,  if it were to exercise  its right to defer  payments of interest  with
respect  to the  Debentures,  it would not be  permitted  to  declare or pay any
dividends  or  distributions  on,  or  redeem,  purchase,  acquire,  or  make  a
liquidation  payment  with  respect to, any capital  stock of the Company or any
affiliate of the Company (other than payments of dividends or  distributions  to
the Company) or make any payment of principal of or interest or premium, if any,
on or repay,  repurchase,  or redeem any debt  securities  of the Company or any
affiliate of the Company that rank pari passu in all respects  with or junior in
interest to the Debentures, in each case subject to limited exceptions stated in
Section 2.11 of the Indenture to be entered into in connection with the issuance
of the Debentures.

         9. Immediately after the issuance of the Debentures, the debt-to-equity
ratio of the Company (as  determined  for  financial  accounting  purposes,  but
excluding  deposit  liabilities from the Company's debt) will be within standard
depository  institution industry norms and, in any event, will be no higher than
four to one (4 : 1).

         10.  To  the  best  of our  knowledge,  the  Company  is  currently  in
compliance with all federal,  state, and local capital  requirements,  except to
the extent that  failure to comply with any such  requirements  would not have a
material adverse effect on the Company and its affiliates.

         11. The Company  will not issue any class of common  stock or preferred
stock senior to the Debentures during their term.

         12. The  Internal  Revenue  Service  has not  challenged  the  interest
deduction on any class of the Company's  subordinated  debt in the last ten (10)
years on the basis  that such debt  constitutes  equity for  federal  income tax
purposes.

         The above  representations  are  accurate as of the date below and will
continue to be accurate through the issuance of the Trust Securities, unless you
are otherwise  notified by us in writing.  The undersigned  understands that you
will rely on the foregoing in connection with rendering  certain legal opinions,
and possesses the authority to make the representations set forth in this letter
on behalf of the Company.

                                Very truly yours,

                                First Financial Bancorp


Date: March 22, 2002            By:         ___________________________________

                                Title:      ___________________________________


                                     B-3-4
<PAGE>


                                    EXHIBIT C

                            SIGNIFICANT SUBSIDIARIES

Bank of Lodi, National Association


                                      C-1
<PAGE>



                                    EXHIBIT D

                            FORM OF QUARTERLY REPORT


Preferred Term Securities V, Ltd.
c/o The Bank of New York
5 Penn Plaza, 16th Floor
CDO Unit
New York, New York  10001
Attention:  Franco Talavera
CDO Relationship Manager

BANK HOLDING COMPANY
As of March 31, June 30, September 30 or December 31, 2002

Tier 1 to Risk Weighted Assets                                  _________%

Ratio of Double Leverage                                        _________%

Non-Performing Assets to Loans and OREO                         _________%

Ratio of Reserves to Non-Performing Loans                       _________%

Ratio of Net Charge-Offs to Loans                               _________%

Return on Average Assets (annualized)**                         _________%

Net Interest Margin (annualized)**                              _________%

Efficiency Ratio                                                _________%

Ratio of Loans to Assets                                        _________%

Ratio of Loans to Deposits                                      _________%

Total Assets                                                    $_________

Year to Date Income                                             $_________

-------------------
*A table describing the quarterly report  calculation  procedures is provided on
page D-2

** To  annualize  Return  on  Average  Assets  and Net  Interest  Margin  do the
following:

1st  Quarter-multiply  income  statement item by 4, then divide by balance sheet
item(s)

2nd  Quarter-multiply  income  statement  item by 2,then divide by balance sheet
item(s)

3rd  Quarter-divide  income statement item by 3, then multiply by 4, then divide
by balance sheet item(s)

4th Quarter-should already be an annual number

NO ADJUSTMENT SHOULD BE MADE TO BALANCE SHEET ITEMS


<PAGE>


<TABLE>
<CAPTION>
                              Financial Definitions
------------------------------- ----------------------------------------------- ----------------------------------------
<S>                             <C>                                             <C>
Report Item                     Corresponding  FRY-9C or LP Line Items
                                with Line Item corresponding Schedules          Description of Calculation
------------------------------- ----------------------------------------------- ----------------------------------------
"Tier 1 Capital" to Risk        BHCK7206                                        Tier 1 Risk Ratio: Core Capital
Weighted Assets                 Schedule HC-R                                   (Tier 1)/  Risk-Adjusted Assets
------------------------------- ----------------------------------------------- ----------------------------------------
Ratio of Double Leverage        (BHCP0365)/(BHCP3210)                           Total     equity     investments     in
                                Schedule PC in the LP                           subsidiaries   divided   by  the  total
                                                                                equity    capital.    This   field   is
                                                                                calculated at the parent company level.
                                                                                "Subsidiaries"   include   bank,   bank
                                                                                holding     company,     and    nonbank
                                                                                subsidiaries.
------------------------------- -------------------------------------------------------------------- -------------------
Non-Performing Assets to        (BHCK5525-BHCK3506+BHCK5526-                    Total        Nonperforming        Assets
Loans and OREO                  BHCK3507+BHCK2744)/(BHCK2122+BHCK2744)          (NPLs+Foreclosed    Real    Estate+Other
                                Schedules HC-C, HC-M & HC-N                     Nonaccrual & Repossessed  Assets)/ Total
                                                                                Loans + Foreclosed Real Estate
------------------------------- -------------------------------------------------------------------- -------------------
Ratio of Reserves to            (BHCK3123+BHCK3128)/(BHCK5525-BHCK3506+         Total Loan Loss and  Allocated  Transfer
Non-Performing Loans            BHCK5526-BHCK3507) Schedules HC & HC-N          Risk Reserves/ Total Nonperforming Loans
                                                                                (Nonaccrual + Restructured)
------------------------------- -------------------------------------------------------------------- -------------------
Ratio of Net Charge-Offs to     (BHCK4635-BHCK4605)/(BHCK3516)                  Net  charge  offs  for  the period  as a
Loans                           Schedules HI-B & HC-K                            percentage of average loans.
------------------------------- -------------------------------------------------------------------- -------------------
Return on Assets                (BHCK4340/BHCK3368)                             Net Income as a percentage of Assets.
                                 Schedules HI & HC-K
------------------------------- -------------------------------------------------------------------- -------------------
Net Interest Margin             (BHCK4519)/(BHCK3515+BHCK3365+                  (Net   Interest  Income  Fully   Taxable
                                BHCK3516+BHCK3401+BHCKB985)                     Equivalent,  if  available /  Average
                                 Schedules HI Memorandum and HC-K               Earning Assets)
------------------------------- -------------------------------------------------------------------- -------------------
Efficiency Ratio                (BHCK4093)/(BHCK4519+BHCK4079)                  (Noninterest   Expense)/  (Net  Interest
                                Schedule HI                                     Income  Fully  Taxable  Equivalent,   if
                                                                                available, plus Noninterest Income)
------------------------------- -------------------------------------------------------------------- -------------------
Ratio of Loans to Assets        (BHCKB528+BHCK5369)/BHCK2170)                   Total  Loans & Leases  (Net of  Unearned
                                Schedule HC                                     Income & Gross of Reserve)/ Total Assets
------------------------------- -------------------------------------------------------------------- --------------------
Ratio of Loans to Deposits      (BHCKB528+BHCK5369)/(BHDM6631+BHDM6636+         Total  Loans & Leases  (Net of  Unearned
                                BHFN6631+BHFN6636) Schedule HC                  Income  &  Gross  of   Reserve)/   Total
                                                                                Deposits  (Includes Domestic and Foreign
                                                                                Deposits)
------------------------------- -------------------------------------------------------------------- --------------------
Total Assets                    (BHCK2170)                                      The sum of total  assets.  Includes cash
                                Schedule HC                                     and   balances   due   from   depository
                                                                                institutions;  securities; federal funds
                                                                                sold  and  securities   purchased  under
                                                                                agreements  to  resell;  loans and lease
                                                                                financing  receivables;  trading assets;
                                                                                premises  and fixed  assets;  other real
                                                                                estate     owned;     investments     in
                                                                                unconsolidated      subsidiaries     and
                                                                                associated     companies;     customer's
                                                                                liability  on  acceptances  outstanding;
                                                                                intangible assets; and other assets.
------------------------------- -------------------------------------------------------------------- -------------------
Net Income                      (BHCK4300)                                      The   sum  of   income   (loss)   before
                                Schedule HI                                     extraordinary     items     and    other
                                                                                adjustments and extraordinary items; and
                                                                                other adjustments, net of income taxes.
------------------------------- -------------------------------------------------------------------- -------------------
</TABLE>