<PAGE>

            ========================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                        COMMISSION FILE NUMBER : 0-12499
                             FIRST FINANCIAL BANCORP
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                        CALIFORNIA                           94-28222858
             (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER
             INCORPORATION OR ORGANIZATION)             IDENTIFICATION NO.)

      701 SOUTH HAM LANE, LODI, CALIFORNIA                      95242
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

                                (209)-367-2000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                           COMMON STOCK, NO PAR VALUE

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [ X ] Yes [ ] No

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

         As of March 3, 1997, there were 1,310,692 shares of Common Stock, no
par value, outstanding. The aggregate market value of the Common Stock held by
non-affiliates of the registrant was approximately $9,851,142 (based on the
$10.12 average of bid and ask prices per share on March 7, 1997.)

 DOCUMENTS INCORPORATED BY REFERENCE              PART OF FORM 10-K INTO WHICH
 -----------------------------------              ----------------------------
                                                     INCORPORATED
                                                     ------------
 Annual Report to Shareholders for the year
    ended December 31, 1996.                      Part II, Items 5, 6, 7
Proxy Statement for the Annual Meeting of
   Shareholders to be held on April 22, 1997.     Part III, Items 10, 11, 12, 13

The Index to Exhibits is on page 21
            ========================================================
<PAGE>

                             FIRST FINANCIAL BANCORP
                                 1996 FORM 10-K
                                TABLE OF CONTENTS

PART 1
------

ITEM 1.  BUSINESS........................................................  3
         General.........................................................  3
         The Bank........................................................  3
         Bank Services...................................................  3
         Sources of Business.............................................  3
         Competition.....................................................  4
         Employees.......................................................  4
         Supervision and Regulation......................................  4
                  The Company............................................  4
                  The Bank...............................................  5
                  Officers...............................................  6
                  Recent Legislation and Regulations Affecting Banking...  6
         Average Balance Sheets..........................................  9
         Analysis of Net Interest Earnings............................... 10
         Analysis of Changes in Interest Income & Expense................ 11
         Interest Rate Sensitivity....................................... 12
         Investment Portfolio............................................ 13
         Loan Portfolio.................................................. 14
         Summary of Loan Loss Experience................................. 15
         Deposits........................................................ 16
         Return on Average Equity and Assets............................. 16
ITEM 2.  PROPERTIES...................................................... 17
ITEM 3.  LEGAL PROCEEDINGS............................................... 17
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............. 17

PART II
-------
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS............................................. 17
ITEM 6.  SELECTED FINANCIAL DATA......................................... 17
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS....................................... 18
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..................... 18
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE............................. 18

PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.............. 18
ITEM 11. EXECUTIVE COMPENSATION.......................................... 18
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT...................................................... 18
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................. 18

PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
         FORM 8-K........................................................ 18

Signatures............................................................... 20
Index to Exhibits........................................................ 21

                                       2
<PAGE>

                                     PART I

ITEM 1. BUSINESS

General:
-------
First Financial Bancorp (the "Company") was incorporated under the laws of the
State of California on May 13, 1982, and operates principally as a bank holding
company for its wholly owned subsidiary, Bank of Lodi, N.A. (the "Bank"). The
Company is registered under the Bank Holding Company Act of 1956, as amended.
The Bank is the sole subsidiary of the Company and its principal source of
income. The Company also owns the land upon which the Bank's Woodbridge Branch
is located. The Company receives income from the Bank from the lease associated
with the Woodbridge branch. All references herein to the "Company" include the
Bank, unless the context otherwise requires.

The Bank:
--------
The Bank was organized on May 13, 1982 as a national banking association. The
application to organize the Bank was accepted for filing by the Comptroller of
the Currency (OCC) on September 8, 1981, and preliminary approval was granted on
March 27, 1982. On July 18, 1983 the Bank received from the Comptroller a
Certificate of Authority to Commence the Business of Banking. Effective February
22, 1997, the Bank acquired the real property, equipment and deposits of the
Galt, Plymouth and San Andreas branches of Wells Fargo Bank, N.A.

The Bank's main office is located at 701 South Ham Lane, Lodi, California, with
branch offices in Woodbridge, Lockeford, Galt, Plymouth and San Andreas,
California. The Bank's primary service area, from which the Bank attracts 75% of
its business, is the city of Lodi and the surrounding area. This area is
estimated to have a population approaching 70,000 persons, with a median annual
family income of approximately $30,000. The area includes residential
developments, neighborhood shopping centers, business and professional offices
and manufacturing and agricultural concerns.

Bank Services:
-------------
The Bank offers a wide range of commercial banking services to individuals and
business concerns located in and around its primary service area. These services
include personal and business checking and savings accounts (including
interest-bearing negotiable order of withdrawal ("NOW") accounts and/or accounts
combining checking and savings accounts with automatic transfers), and time
certificates of deposit. The Bank also offers extended banking hours at its
drive-through window, night depository and bank-by-mail services, and travelers'
checks (issued by an independent entity). The Bank issues MasterCard credit
cards and acts as a merchant depository for cardholder drafts under both VISA
and MasterCard. In addition, it provides note and collection services and direct
deposit of social security and other government checks.

The Bank engages in a full complement of lending activities, including
commercial, SBA, residential mortgage, consumer/installment, and short-term real
estate loans, with particular emphasis on short and medium-term obligations.
Commercial lending activities are directed principally towards businesses whose
demand for funds falls within the Bank's lending limit, such as small to
medium-sized professional firms, retail and wholesale outlets and manufacturing
and agricultural concerns. Consumer lending is oriented primarily to the needs
of the Bank's customers, with an emphasis on automobile financing and leasing.
Consumer loans also include loans for boats, home improvements, debt
consolidation, and other personal needs. Real estate loans include short-term
"swing" loans and construction loans. Residential mortgages are generally sold
into the secondary market for these loans. Small Business Administration (SBA)
loans are made available to small to medium-sized businesses.

Sources of Business:
-------------------
Management seeks to obtain sufficient market penetration through the full range
of services described above and through the personal solicitation of the Bank's
officers, directors and shareholders. All officers are responsible for making
regular calls on potential customers to solicit business and on existing
customers to obtain referrals. Promotional efforts are directed toward
individuals and small to medium-sized businesses. The Bank's customers are able
in their dealings with the Bank to be served by bankers who have commercial loan
experience, lending authority, and the time to serve their banking needs quickly
and competently. Bankers are assigned to customers and not transferred from
office to office as in many major chain or regional banks. In order to expedite
decisions on lending transactions, the Bank's loan committee meets on a regular
basis and is available where immediate authorization is important to the
customer.

                                       3
<PAGE>

The risk of non-payment (or deferred payment) of loans is inherent in commercial
banking. Furthermore, the Bank's marketing focus on small to medium-sized
businesses may involve certain lending risks not inherent in loans to larger
companies. Smaller companies generally have shorter operating histories, less
sophisticated internal record keeping and financial planning capabilities, and
greater debt-to-equity ratios. Management of the Bank carefully evaluates all
loan applicants and attempts to minimize its credit risk through the use of
thorough loan application and approval procedures.

Consistent with the need to maintain liquidity, management of the Bank seeks to
invest the largest portion of the Bank's assets in loans of the types described
above. Loans are generally limited to less than 75% of deposits and capital
funds. The Bank's surplus funds are invested in the investment portfolio, made
up of both taxable and non-taxable debt securities of the U.S. government, U.S.
government agencies, states, and municipalities. On a day to day basis, surplus
funds are invested in federal funds and other short-term money market
instruments.

Competition:
-----------
The banking business in California generally, and in the northern portion of San
Joaquin County where the Bank is located, is highly competitive with respect to
both loans and deposits and is dominated by a relatively small number of major
banks with branch office networks and other operating affiliations throughout
the State. The Bank competes for deposits and loans with these banks, as well as
with savings and loan associations, thrift and loan associations, credit unions,
mortgage companies, insurance companies and other lending institutions. Among
the advantages certain of these institutions have over the Bank are their
ability (i) to finance extensive advertising campaigns, (ii) to allocate a
substantial portion of their investment assets in securities with higher yields
(not available to the Bank if its investments are to be diversified) and (iii)
to make funds available for loans in geographic regions with the greatest
demand. In competing for deposits, the Bank is subject to the same regulations
with respect to interest rate limitations on time deposits as other depository
institutions. See "Supervision and Regulation" below.

Many of the major commercial banks operating in the Bank's service area offer
certain services, such as international banking and trust services, which are
not offered directly by the Bank, and such banks, by virtue of their greater
capitalization, have substantially higher lending limits than the Bank. In
addition, other entities, both public and private, seeking to raise capital
through the issuance and sale of debt and equity securities, compete with the
Bank for the acquisition of funds for deposit.

In order to compete with other financial institutions in its primary service
area, the Bank relies principally on local promotional activities, personal
contacts by its officers, directors, employees and shareholders, extended hours
and specialized services. The Bank's promotional activities emphasize the
advantages of dealing with a locally-owned and headquartered institution
sensitive to the particular needs of the community. The Bank also assists
customers in obtaining loans in excess of the Bank's lending limit or services
not offered by the Bank by arranging such loans or services in participation
with or through its correspondent banks.

The State Bank Parity Act, effective January 1, 1996, eliminates certain
existing disparities between California state chartered banks and national
banking associations, such as the Bank, by authorizing the California
Superintendent of Banks (the "Superintendent") to address such disparities
through a streamlined rulemaking process.

Employees:
---------
As of December 31, 1996, the Company employed 65 full-time equivalent employees,
including three executive officers. On February 22, 1997 the Bank acquired the
real property, equipment and deposits of the Galt, Plymouth and San Andreas
branches of Wells Fargo Bank, N.A. and the number of full-time equivalent
employees increased to 85. Management believes that the Company's relationship
with its employees is good.






SUPERVISION AND REGULATION

The Company:
-----------
The common stock of the Company is subject to the registration requirements of
the Securities Act of 1933, as amended, and the qualification requirements of
the California Corporate Securities Law of 1968, as amended. The Bank's common
stock, however, is exempt from such requirements. The Company is also subject to
the periodic reporting requirements of Section 15(d) of the Securities Exchange
Act of 1934, as amended, which include, but are not limited to, annual,
quarterly and other current reports with the Securities and Exchange Commission.

                                       4
<PAGE>

The Company is a bank holding company registered under the Bank Holding Company
Act of 1956 (the "Act") and is subject to supervision by the Board of Governors
of the Federal Reserve System (the "Board"). As a bank holding company, the
Company must file with the Board quarterly reports, annual reports, and such
other additional information as the Board may require pursuant to the Act. The
Board may also make examinations of the Company and its subsidiaries.

The Act requires prior approval of the Board for, among other things, the
acquisition by a bank holding company of direct or indirect ownership or control
of more than 5% of the voting shares, or substantially all the assets, of any
bank, or for a merger or consolidation by a bank holding company with any other
bank holding company. The Act also prohibits the acquisition by a bank holding
company or any of its subsidiaries of voting shares, or substantially all the
assets, of any bank located in a state other than the state in which the
operations of the bank holding company's banking subsidiaries are principally
conducted, unless the statutes of the state in which the bank to be acquired is
located expressly authorize such acquisition.

With certain limited exceptions, a bank holding company is prohibited from
acquiring direct or indirect ownership or control of more than 5% of the voting
shares of any company that is not a bank or bank holding company and from
engaging directly or indirectly in any activity other than banking or managing
or controlling banks or furnishing services to, or performing services for, its
authorized subsidiaries. A bank holding company may, however, engage in or
acquire an interest in a company that engages in activities that the Board has
determined to be so closely related to banking or to managing or controlling
banks as to be properly incident thereto. In making such a determination, the
Board is required to consider whether the performance of such activities
reasonably can be expected to produce benefits to the public, such as greater
convenience, increased competition, or gains in efficiency, which outweigh
possible adverse effects, such as undue concentration of resources, decreased or
unfair competition, conflicts of interest or unsound banking practices. The
Board is also empowered to differentiate between activities commenced de novo
and activities commenced by the acquisition, in whole or in part, of a going
concern.

Additional statutory provisions prohibit a holding company and any subsidiary
banks from engaging in certain tie-in arrangements in connection with the
extension of credit, sale or lease of property or furnishing of services. Thus,
a subsidiary bank may not extend credit, lease or sell property, or furnish any
services, or fix or vary the consideration for any of the foregoing on the
condition that: (i) the customer must obtain or provide some additional credit,
property or service from or to such bank other than a loan, discount, deposit or
trust service; or (ii) the customer must obtain or provide some additional
credit, property or service from or to the company or any other subsidiary of
the company; or (iii) the customer may not obtain some other credit, property to
service from competitors, except reasonable requirements to assure soundness of
the credit extended. These anti-tying restrictions also apply to bank holding
companies and their non-bank subsidiaries as if they were banks.

The Company's ability to pay cash dividends is subject to restrictions set forth
in the California General Corporation Law. See Item 5 below for further
information regarding the payment of cash dividends by the Company and the Bank.

The Company is a bank holding company within the meaning of Section 3700 of the
California Financial Code. As such, the Company and its subsidiaries are subject
to examination by, and may be required to file reports with, the Superintendent.
Regulations have not yet been proposed or adopted to implement the
Superintendent's powers under this statute.


The Bank:
--------
The Bank, as a national banking association whose accounts are insured by the
Federal Deposit Insurance Corporation (the "FDIC") up to the maximum legal
limits and is subject to regulation, supervision, and regular examination by the
OCC. The Bank is a member of the Federal Reserve System, and, as such, is
subject to certain provisions of the Federal Reserve Act and regulations issued
by the Board. The Bank is also subject to applicable provisions of California
law, insofar as they are not in conflict with, or preempted by, federal law. The
regulations of these various agencies govern most aspects of the Bank's
business, including reserves against deposits, interest rates payable on
deposits, loans, investments, mergers and acquisitions, borrowings, dividends
and location of branch offices.

                                       5
<PAGE>

Officers:
--------
In addition to the directors and executive officers listed in the Proxy
Statement for the Annual Meeting of Shareholders to be held on April 22, 1997,
which is incorporated herein by reference in Part III of this report, Leon
Zimmerman, age 54, is President and Chief Executive Officer of the Bank and of
the Company; David M. Philipp, age 34, is Executive Vice-President, Chief
Financial Officer and Secretary of the Bank and of the Company; and Richard K.
Helton, age 47, is Senior Vice President and Chief Credit Officer of the Bank
and of the Company.

Prior to joining the Bank in April, 1990, Mr. Zimmerman was a general contractor
building moderately priced homes and earlier served as Vice-President-Loan
Administrator for Bank of Salinas. Mr. Zimmerman has nearly 30 years of banking
experience at various levels of responsibility with institutions in the San
Joaquin Valley. Mr. Zimmerman was promoted from Executive Vice President and
Chief Credit Officer of the Bank to President and Chief Executive Officer of the
Bank effective August 25, 1994. He was promoted from Executive Vice President of
the Company to President and Chief Executive Officer of the Company effective
August 24, 1995.

Prior to joining the Company and the Bank in April, 1992, Mr. Philipp was the
Budget Director and Financial Analyst for Merksamer Jewelers, Inc., at that time
the eighth largest jewelry retailer in the United States, headquartered in
Sacramento, California. Prior to joining Merksamer Jewelers, Inc., Mr. Philipp
was a Supervising Senior Accountant in the audit department of the Sacramento
office of KPMG Peat Marwick, LLP. While at KPMG Peat Marwick, LLP, Mr. Philipp
specialized in providing audit and accounting services to financial institution,
agribusiness, and broadcasting clients. Mr. Philipp is a CPA and holds a
Bachelor of Science in Business Administration, Accountancy from California
State University.

Prior to joining the Bank in 1995, Mr. Helton was Senior Vice President and
Credit Administrator with Central Sierra Bank. Prior to joining Central Sierra
Bank in 1984, Mr. Helton was Vice President and Senior Credit Officer for Bay
Area Bank (1981-1984) and he served in various positions with First Interstate
Bank of California from 1973 until 1981.

Recent Legislation and Regulations Affecting Banking:
----------------------------------------------------
From time to time, new laws are enacted which increase the cost of doing
business, limit permissible activities, or affect the competitive balance
between banks and other financial institutions. Proposals to change the laws and
regulations governing the operations and taxation of bank holding companies,
banks and other financial institutions are frequently made in Congress, in the
California legislature and before various bank holding company and bank
regulatory agencies. The likelihood of any major changes and the impact such
changes might have are impossible to predict. Certain significant recently
proposed or enacted laws and regulations are discussed below.

         INTERSTATE BANKING. Since 1986, California has permitted California
banks and bank holding companies to be acquired by banking organizations based
in other states on a "reciprocal" basis (i.e., provided the other state's laws
permit California banking organizations to acquire banking organizations in that
state on substantially the same terms and conditions applicable to local banking
organizations). Since October 2, 1995, California law implementing certain
provisions of prior federal law has (1) permitted interstate merger
transactions; (2) prohibited interstate branching through the acquisition of a
branch business unit located in California without acquisition of the whole
business unit of the California bank; and (3) prohibited interstate branching
through de novo establishment of California branch offices. Initial entry into
California by an out-of-state institution must be accomplished by acquisition of
or merger with an existing whole bank which has been in existence for at least
five years.

         CAPITAL REQUIREMENTS. Federal regulation imposes upon all FDIC-insured
financial institutions a variable system of risk-based capital guidelines
designed to make capital requirements sensitive to differences in risk profiles
among banking organizations, to take into account off-balance sheet exposures
and to aid in making the definition of bank capital uniform internationally.
Under the Board's risk-based capital guidelines, the Bank is required to
maintain capital equal to at least 8 percent of its assets, weighted by risk.
Assets and off-balance sheet items are categorized by the guidelines according
to risk, and certain assets considered to present less risk than others permit
maintenance of capital at less than the 8 percent ratio. The guidelines
establish two categories of qualifying capital: Tier 1 capital comprising core
capital elements, and Tier 2 comprising supplementary capital requirements. At
least one-half of the required capital must be maintained in the form of Tier 1
capital. For the Bank, Tier l capital includes only common stockholders' equity
and retained earnings, but qualifying perpetual preferred stock would also be
included without limit if the Bank were to issue such stock. Tier 2 capital
includes, among other items, limited life (and in the case of banks, cumulative)
preferred stock, mandatory convertible securities, subordinated debt and a
limited amount of the allowance for loan and lease losses.

                                       6
<PAGE>

         The guidelines also require all insured institutions to maintain a
minimum leverage ratio of 3 percent Tier 1 capital to total assets (the
"leverage ratio"). The Board emphasizes that the leverage ratio constitutes a
minimum requirement for the most well-run banking organizations. All other
banking organizations are required to maintain a minimum leverage ratio ranging
generally from 4 to 5 percent. The Bank's required minimum leverage ratio is 4
percent.

         The federal banking agencies during 1996 issued a joint agency policy
statement regarding the management of interest-rate risk exposure (interest rate
risk is the risk that changes in market interest rates might adversely affect a
bank's financial condition) with the goal of ensuring that institutions with
high levels of interest-rate risk have sufficient capital to cover their
exposures. This policy statement reflected the agencies' decision at that time
not to promulgate a standardized measure and explicit capital charge for
interest rate risk, in the expectation that industry techniques for measurement
of such risk will evolve.

         However, the Federal Financial Institution Examination Counsel
("FFIEC") on December 13, 1996, approved an updated Uniform Financial
Institutions Rating System ("UFIRS"). In addition to the five components
traditionally included in the so-called "CAMEL" rating system which has been
used by bank examiners for a number of years to classify and evaluate the
soundness of financial institutions (including capital adequacy, asset quality,
management, earnings and liquidity), UFIRS includes for all bank regulatory
examinations conducted on or after January 1, 1997, a new rating for a sixth
category identified as sensitivity to market risk. Ratings in this category are
intended to reflect the degree to which changes in interest rates, foreign
exchange rates, commodity prices or equity prices may adversely affect an
institution's earnings and capital. The rating system henceforth will be
identified as the "CAMELS" system.

         As of December 31, 1996, the Bank's total risk-based capital ratio was
approximately 17.0% percent and its leverage ratio was approximately 10.8%
percent. Subsequent to the February 22, 1997, aquisition of the real property,
equipment and deposits of the Galt, Plymouth and San Andreas branches of Wells
Fargo Bank, N.A., the total risk-based capital and leverage rations were 12.8%
and 6.6%, respectively. The Bank does not presently expect that compliance with
the risk-based capital guidelines or minimum leverage requirements will have a
materially adverse effect on its business in the reasonably foreseeable future.
Nor does the Bank expect that its sensitivity to market risk will adversely
affect its overall CAMELS rating as compared with its previous CAMEL ratings by
bank examiners.

         DEPOSIT INSURANCE ASSESSMENTS. In 1995, the FDIC, pursuant to
Congressional mandate, reduced bank deposit insurance assessment rates to a
range from $0 to $0.27 per $100 of deposits, dependent upon a bank's risk. The
FDIC has continued these reduced assessment rates through the first semiannual
assessment period of 1997. Based upon the above risk-based assessment rate
schedule, the Bank's current capital ratios, the Bank's current level of
deposits, and assuming no further change in the assessment rate applicable to
the Bank during 1997, the Bank estimates that its annual noninterest expense
attributed to the regular assessment schedule will not increase during 1997;
however, the Bank expects to pay a special FICO assessment, applicable to all
banks, at the rate of 1.29 cents per 100 dollars of deposits, or approximately
$16,000 during 1997 (which includes the Bank's acquisition of an additional $34
million in deposits in connection with its February 22, 1997 acquisition of
three branches from Wells Fargo Bank, N.A.).

         PROMPT CORRECTIVE ACTION. Prompt Corrective Action Regulations (the
"PCA Regulations") of the federal bank regulatory agencies establish five
capital categories in descending order (well capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized and critically
undercapitalized), assignment to which depends upon the institution's total
risk-based capital ratio, Tier 1 risk-based capital ratio, and leverage ratio.
Institutions classified in one of the three undercapitalized categories are
subject to certain mandatory and discretionary supervisory actions, which
include increased monitoring and review, implementation of capital restoration
plans, asset growth restrictions, limitations upon expansion and new business
activities, requirements to augment capital, restrictions upon deposit gathering
and interest rates, replacement of senior executive officers and directors, and
requiring divestiture or sale of the institution. The Bank has been classified
as a well-capitalized bank since adoption of the PCA Regulations.

         COMMUNITY REINVESTMENT ACT. Community Reinvestment Act ("CRA")
regulations effective as of July 1, 1995 evaluate banks' lending to low and
moderate income individuals and businesses across a four-point scale from
"outstanding" to "substantial noncompliance," and are a factor in regulatory
review of applications to merge, establish new branches or form bank holding
companies. In addition, any bank rated in "substantial noncompliance" with the
CRA regulations may be subject to enforcement proceedings.

                                       7
<PAGE>

         The Bank has a current rating of "satisfactory" CRA compliance, and is
scheduled for further examination for CRA compliance during 1997.

         SAFETY AND SOUNDNESS STANDARDS. Federal bank regulatory agency safety
and soundness standards for insured financial institutions establish standards
for (1) internal controls, information systems and internal audit systems; (2)
loan documentation; (3) credit underwriting; (4) interest rate exposure; (5)
asset growth; (6) compensation, fees and benefits; and (7) excessive
compensation. If an agency determines that an institution fails to meet any
standard established by the guidelines, the agency may require the financial
institution to submit to the agency an acceptable plan to achieve compliance
with the standard. Agencies may elect to initiate enforcement action in certain
cases where failure to meet one or more of the standards could threaten the safe
and sound operation of the institution. The Bank has not been and does not
expect to be required to submit a safety and soundness compliance plan because
of a failure to meet any of the safety and soundness standards.

         The above description of the business of the Bank should be read in
conjunction with Item 7 herein, Management's Discussion and Analysis of
Financial Condition and Results of Operations.

                                       8
<PAGE>

STATISTICAL INFORMATION

The following selected information should be read in conjunction with the
Company's entire consolidated financial statements and notes thereto and
Management's Discussion and Analysis of Financial Condition and Results of
Operations incorporated by reference into Items 7 and 8 herein.

FIRST FINANCIAL BANCORP AND SUBSIDIARY

AVERAGE BALANCE SHEETS

<TABLE>
<CAPTION>

                                                   For the Year Ended         For the Year Ended        For the Year Ended
                                                    December 31, 1996          December 31, 1995        December 31, 1994
                                                     (in thousands)             (in thousands)            (in thousands)
                                                 -------------------------- -------------------------- -------------------
                                                  Amount       Percent        Amount      Percent       Amount     Percent
                                                  ------       -------        ------      -------       ------     -------
ASSETS:
<S>                                               <C>          <C>            <C>         <C>           <C>        <C>
Cash & Due from banks............................    4,020         3.80%         3,582        3.54%       3,864       3.79%

Federal funds sold...............................    3,790         3.58%         3,490        3.44%       3,306       3.24%

Interest-bearing deposits in banks...............        -         0.00%             -        0.00%          59       0.06%

Investment securities............................   34,700        32.82%        29,709       29.33%      26,033      25.54%

Loans (net of allowance for loan losses and......   53,213        50.33%        55,428       54.71%      59,532      58.40%
  deferred income)

Premises and equipment, net......................    7,044         6.66%         6,552        6.47%       6,818       6.68%

Other assets.....................................    2,966         2.81%         2,546        2.51%       2,331       2.29%
                                                   -------       ------        -------      ------      -------     ------

TOTAL ASSETS.....................................  105,733       100.00%       101,307      100.00%     101,943     100.00%
                                                   =======       ======        =======      ======      =======     ======

LIABILITIES & STOCKHOLDERS' EQUITY:

Deposits.........................................   90,420        85.52%        86,080       84.97%      87,319      85.66%

Note payable.....................................    2,440         2.31%         2,600        2.57%       2,632       2.58%

Other liabilities................................    1,113         1.05%         1,309        1.29%       1,071       1.05%

Stockholders' equity.............................   11,760        11.12%        11,318       11.17%      10,921      10.71%
                                                   -------       ------        -------      ------      -------     ------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY.........  105,733       100.00%       101,307      100.00%     101,943     100.00%
                                                   =======       ======        =======      ======      =======     ======

</TABLE>

                                       9
<PAGE>

ANALYSIS OF NET INTEREST EARNINGS


<TABLE>
<CAPTION>
                                For the Year Ended              For the Year Ended                For the Year Ended
                                December 31, 1996                December 31, 1995                December 31, 1994
                                  (in thousands)                  (in thousands)                    (in thousands)
                          ------------------------------- -------------------------------- ---------------------------------
                            Average     Income/             Average    Income/                Average     Income/
                            Balance    Expenses    Yield    Balance   Expenses      Yield     Balance     Expense     Yield
                            -------    --------    -----    -------   --------      -----     -------     -------     -----
EARNING ASSETS:

<S>                         <C>        <C>         <C>      <C>       <C>           <C>       <C>         <C>         <C>
Interest-bearing
deposits in banks..........      --          --       --         --         --         --          59           3     5.08%

Investment securities(a)...  34,700       2,233    6.44%     29,709      1,777      5.98%      26,033       1,415     5.44%

Federal funds sold.........   3,790         199    5.25%      3,490        200      5.73%       3,306         134     4.05%

Loans (b)..................  54,520       5,613   10.30%     56,450      6,112     10.83%      60,518       5,910     9.77%
                             ------       -----   -----      ------      -----     -----       ------       -----     ----

                             93,010       8,045    8.65%     89,649      8,089      9.02%      89,916       7,462     8.30%
                             ======       =====   =====      ======      =====     =====       ======       =====     ====

(a)  Income on tax-exempt securities has not been adjusted to a tax equivalent basis.
(b)  Nonaccrual loans are included in the loan totals for each year.


LIABILITIES:

Noninterest bearing
deposits...................   8,280          --       --      7,140         --         --       6,107          --        --

Savings, money market,
& NOW deposits.............  47,820       1,193    2.49%     46,370      1,187      2.56%      50,348       1,280     2.54%

Time deposits..............  34,320       1,799    5.24%     32,570      1,672      5.13%      30,864       1,205     3.90%

Note payable...............   2,440         262   10.74%      2,600        279     10.73%       2,632         282    10.71%
                             ------      ------   -----      ------      -----     -----       ------       -----    -----

TOTAL LIABILITIES..........  92,860       3,254    3.50%     88,680      3,138      3.54%      89,951       2,767     3.08%
                             ======      ======   =====      ======      =====     =====       ======      ======    =====

NET SPREAD.................                        5.15%                            5.48%                             5.22%
                                                  =====                            =====                             =====

                            Earning    Income               Earning   Income                  Earning    Income
                             Assets   (Expense)    Yield     Assets  (Expense)      Yield      Assets   (Expense)     Yield
                             ------    -------     -----     ------   -------       -----      ------    -------      -----
Yield on average
earning assets.............  93,010       8,045    8.65%     89,649      8,089      9.02%      89,916       7,462     8.30%


Cost of funds for
average earning assets.....  93,010      (3,254)  (3.50)%    89,649     (3,138)    (3.50)%     89,916      (2,767)   (3.08)%
                             ------      ------   -----      ------     ------     -----       ------      ------    -----


NET INTEREST MARGIN........  93,010       4,791    5.15%     89,649      4,951      5.52%      89,916       4,695     5.22%
                             ======      ======   =====      ======     ======     =====       ======      ======    =====

</TABLE>

                                       10
<PAGE>

ANALYSIS OF CHANGES IN INTEREST INCOME & EXPENSE

<TABLE>
<CAPTION>
                                    1996 compared to 1995          1995 compared to 1994          1994 compared to 1993
                                       (in thousands)                 (in thousands)                 (in thousands)
                                ------------------------------ ------------------------------ ------------------------------
                                   Change due to:                Change due to:                 Change due to:

INTEREST INCOME:                   Volume      Rate     Total    Volume       Rate     Total    Volume      Rate      Total
                                   ------      ----     -----    ------       ----     -----    ------      ----      -----

<S>                                <C>         <C>      <C>      <C>          <C>      <C>      <C>         <C>       <C>
Interest-bearing deposits in
   banks........................       --        --        --        --         --        --        (2)       --         (2)

Investment securities...........       59       397       456        (5)       364       359       590       (74)       516

Federal funds sold..............       13       (14)       (1)       11         55        66       (74)       38        (36)

Loans...........................      232      (731)     (499)      (44)       246       202      (324)      401         77
                                      ---      ----      ----       ---        ---       ---      ----       ---         --

TOTAL INTEREST INCOME...........      304      (348)      (44)      (38)       665       627       190       365        555
                                      ===      ====      ====       ===        ===       ===      ====       ===        ===
INTEREST EXPENSE:

Noninterest-bearing deposits....       --        --        --        --         --        --        --        --         --

Savings, money market, & NOW
   accounts.....................       51       (45)        6       (18)       (75)      (93)      122       (87)        35

Time deposits...................       92        35       127       (28)       495       467       (50)       20        (30)

Note payable....................       20       (37)      (17)       (3)        (6)       (3)       (3)       --         (3)
                                      ---      ----      ----       ---        ---       ---      ----       ---        ---

TOTAL INTEREST EXPENSE..........      163       (47)      116       (43)       414       371        69       (67)         2
                                      ===      ====       ===       ===        ===       ===      ====       ===        ===


Changes not solely attributable to volume or rate have been allocated to the rate component.

</TABLE>

                                       11
<PAGE>

INTEREST RATE SENSITIVITY


<TABLE>
<CAPTION>

                                                                By Repricing Interval
                             ----------------------------------------------------------------------------------------------
(in thousands)                  Within   After three      After six     After one    After five   Noninterest       Total
December 31, 1996                three       months,        months,         year,         years       bearing
                                months    within six     within one   within five                       funds
                                              months           year         years
                                ------        ------           ----         -----         -----         -----        -----
<S>                             <C>      <C>             <C>          <C>            <C>          <C>               <C>
ASSETS

Federal funds sold........       1,100            --             --            --            --            --         1,100

Investment securities.....      14,373           253             --        14,659         7,628            --        36,913

Loans.....................      37,049         2,103          2,520         4,119         8,488            --        54,279

Noninterest earning
assets and allowance for
loan losses...............          --            --             --            --            --        12,621        12,621
                                ------        ------         ------        ------        ------        ------       -------
TOTAL ASSETS..............      55,522         2,356          2,520        18,778        16,116        12,621       104,913

LIABILITIES AND
STOCKHOLDERS' EQUITY

Noninterest bearing
deposits.................           --            --             --            --           --          9,066         9,066

Savings, money market &
NOW deposits..............      49,567            --             --            --            --            --        49,567

Time deposits.............      16,086         5,924          5,387         6,168             9            --        33,574

Other liabilities and
stockholders' equity......          --            --             --            --            --        12,706        12,706
                                ------        ------         ------        ------        ------        ------       -------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY......      65,653         5,924          5,387         6,618             9        21,772       104,913
                                ------        ------         ------        ------        ------        ------       -------
Interest Rate
Sensitivity Gap...........     (13,131)       (3,568)        (2,867)       12,610        16,107        (9,151)           --
                                ======        ======         ======        ======        ======        ======       =======
Cumulative Interest Rate
Sensitivity Gap...........     (13,131)      (16,699)       (19,566)       (6,956)        9,151            --            --
                                ======        ======         ======        ======        ======        ======       =======
</TABLE>


The interest rate gaps reported in the table arise when assets are funded with
liabilities having different repricing intervals. Since these gaps are actively
managed and change daily as adjustments are made in interest rate views and
market outlook, positions at the end of any period may not be reflective of the
Company's interest rate sensitivity in subsequent periods. Active management
dictates that longer-term economic views are balanced against prospects for
short-term interest rate changes in all repricing intervals. For purposes of the
above analysis, repricing of fixed-rate instruments is based upon the
contractual maturity of the applicable instruments. Actual payment patterns may
differ from contractual payment patterns.

                                       12
<PAGE>

INVESTMENT PORTFOLIO

<TABLE>
<CAPTION>
                                                                             Book Value at December 31 (in thousands):
                                                              ----------------------------------------------------------------------
                                                                      1996                     1995                     1994
                                                                      ----                     ----                     ----
Security Type                                                  Amount     Yield(a)      Amount     Yield(a)       Amount    Yield(a)
-------------                                                  ------     -------       ------     -------        ------    --------
<S>                                                              <C>        <C>           <C>        <C>           <C>        <C>
U.S. TREASURY SECURITIES:

Within 1 year...........................................            600     8.09%            999     5.54%          2,798     5.36%

After 1 year, within 5 years............................          3,972     5.93%            600     8.09%          1,594     6.81%

After 5 years, within 10 years..........................             --       --              --       --              --       --

After 10 years..........................................             --       --              --       --              --       --
                                                                 ------     ----          ------     ----          ------     ----
TOTAL U.S. TREASURY.....................................          4,572     6.21%          1,599     6.49%          4,392     5.89%

U.S. AGENCY SECURITIES:

Within 1 year...........................................          4,023     5.94%          8,265     5.65%          9,218     6.34%

After 1 year, within 5 years............................          8,537     6.71%          7,105     6.37%          6,218     5.07%

After 5 years, within 10 years..........................          5,038     7.04%            998       --             255     5.43%

After 10 years..........................................            483     8.30%            --        --             592     5.05%
                                                                 ------     ----          ------     ----          ------     ----
TOTAL U.S. AGENCY.......................................         18,081     6.67%         16,368     6.00%         16,283     5.79%

COLLATERALIZED MORTGAGE OBLIGATIONS:

Within 1 year...........................................             --       --           1,142     5.89%          1,527     5.76%

After 1 year, within 5 years............................            329     5.65%            523     7.13%            980     5.70%

After 5 years, within 10 years..........................            376     5.84%             35     6.00%             41     6.00%

After 10 years..........................................            534     6.40%            603     7.97%            126     7.01%
                                                                 ------     ----          ------     ----          ------     ----
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS...............          1,239     6.03%          2,303     6.36%          2,674     5.80%

MUNICIPAL SECURITIES:

Within 1 year...........................................            250     6.33%            500     6.10%            396     6.19%

After 1 year, within 5 years............................          3,455     6.88%          1,987     6.74%          1,577     6.67%

After 5 years, within 10 years..........................            886     6.14%          3,109     6.96%          3,920     6.81%

After 10 years..........................................             --       --              --       --             103     6.30%
                                                                 ------     ----          ------     ----          ------     ----
TOTAL MUNICIPALS........................................          4,591     6.71%          5,596     6.80%          5,996     6.72%

OTHER DEBT SECURITIES:

Within 1 year...........................................             27     8.57%            267     7.65%            249     6.25%

After 1 year, within 5 years............................            492     8.25%              8     8.20%             --       --

After 5 years, within 10 years..........................          1,097     7.33%            747     8.27%             --       --

After 10 years..........................................             33     8.15%          1,007     7.11%             --       --
                                                                 ------     ----          ------     ----          ------     ----
TOTAL OTHER DEBT SECURITIES.............................          1,649     7.64%          2,029     7.27%            249     6.25%

MONEY MARKET MUTUAL FUND................................          6,482     5.28%          8,640     5.77%          3,615     5.38%

FEDERAL AGENCY STOCK....................................             83     6.00%             83     6.00%             83     6.00%

UNREALIZED HOLDING GAIN/(LOSS)..........................            216       --             327       --            (192)      --
                                                                 ------     ----          ------     ----          ------     ----
                                                                 36,913     6.39%         36,945     6.18%         33,100     5.97%
                                                                 ======     ====          ======     ====          ======     ====


(a)  The yields on tax-exempt obligations have not been computed on a tax-equivalent basis.
</TABLE>


                                       13
<PAGE>

LOAN PORTFOLIO

Types of Loans
<TABLE>
<CAPTION>

                                                          Outstanding at December 31 (in thousands):
                                   -----------------------------------------------------------------------------------------
                                              1996              1995              1994              1993               1992
                                              ----              ----              ----              ----               ----
<S>                                         <C>               <C>               <C>               <C>                <C>
Commercial and other real estate..          45,322            41,538            44,847            48,478             47,217

Real estate construction..........           5,802             7,549             9,809            10,182             15,656

Installment and other.............           3,155             2,757             2,656             2,804              3,259
                                            ------            ------            ------            ------             ------
                                            54,279            51,844            57,312            61,464             66,132
                                            ======            ======            ======            ======             ======
</TABLE>

Maturities and Sensitivity to Changes in Interest Rates (in thousands)

<TABLE>
<CAPTION>

Due:                                                          Fixed Rate             Floating Rate                    Total
                                                              ----------             -------------                    -----
<S>                                                               <C>                       <C>                      <C>
In 1 year or less................................                  6,582                    31,296                   37,878

After 1 year through 5 years.....................                 13,519                       554                   14,073

After 5 years....................................                  2,328                        --                    2,328
                                                                  ------                    ------                   ------

TOTAL LOANS......................................                 22,429                    31,850                   54,279
                                                                  ======                    ======                   ======
</TABLE>


           Scheduled repayments are reported in the maturity category
           in which the payments are due.


<TABLE>
<CAPTION>
                                                             Nonaccrual and Past Due Loans at December 31 (in thousands):
                                                     --------------------------------------------------------------------------
                                                          1996           1995            1994           1993           1992
                                                          ----           ----            ----           ----           ----
<S>                                                       <C>            <C>             <C>            <C>          <C>
Nonaccrual loans...............................            898            987             765            714          1,373

Accruing loans past due more than 90 days......             52            118              40            237            218
                                                           ---          -----             ---            ---          -----
                                                           950          1,105             805            951          1,591
                                                           ===          =====             ===            ===          =====
</TABLE>


The company's nonaccrual policy is discussed in note 1(c) to the consolidated
financial statements.

Interest income recorded on these loans was approximately $7,000, $13,000,
$14,000, $22,000 and $43,000 in 1996, 1995, 1994, 1993 and 1992, respectively.

Interest income foregone on nonaccrual loans was approximately $149,000,
$161,000, $74,000, $57,000 and $142,000 in 1996, 1995, 1994, 1993 and 1992,
respectively.

                                       14
<PAGE>

SUMMARY OF LOAN LOSS EXPERIENCE

Analysis of the Allowance for Loan Losses (in thousands)
<TABLE>
<CAPTION>

                                                     1996             1995            1994             1993            1992
                                                     ----             ----            ----             ----            ----
<S>                                                 <C>             <C>              <C>            <C>               <C>
Balance at beginning of period.................       959            1,127             924            1,334             823

CHARGE-OFFS:

  Commercial...................................       237              357              98              676             232

  Real estate..................................        --               30              --               41              14

  Consumer.....................................        97               95              77               46              87
                                                    -----            -----           -----            -----           -----
  TOTAL CHARGE-OFFS............................       334              482             175              763             333

RECOVERIES:

  Commercial...................................       260              174              37               21               1

  Real estate..................................        --               --              --               --              --

  Consumer.....................................        12               25              18                5               7
                                                       --               --              --               --              --
  TOTAL RECOVERIES.............................       272              199              55               26               8
                                                    -----            -----           -----            -----           -----
Net charge-offs................................        62              283             120              737             325

Additions charged to operations................       310              115             323              327             836
                                                    -----            -----           -----            -----           -----
BALANCE AT END OF PERIOD.......................     1,207              959           1,127              924           1,334
                                                    =====            =====           =====            =====           =====
RATIO OF NET CHARGE-OFFS TO AVERAGE
LOANS OUTSTANDING..............................     0.11%            0.50%           0.20%            1.15%           0.47%
                                                    =====            =====           =====            =====           =====
</TABLE>

Footnote 1(g) to the consolidated financial statement discusses the factors used
in determining the provision for loan losses and the adequacy of the allowance
for loan losses.


ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES (IN THOUSANDS)

<TABLE>
<CAPTION>

                      December 31, 1996    December 31, 1995   December 31, 1994    December 31, 1993    December 31, 1992
                      -----------------    -----------------   -----------------    -----------------    -----------------

Loan Category           Amount              Amount               Amount               Amount               Amount
                        ------         %    ------          %    ------         %     ------         %     ------         %
                                   Loans                Loans               Loans                Loans                Loans
                                   -----                -----               -----                -----                -----

<S>                      <C>     <C>           <C>    <C>         <C>     <C>            <C>   <C>          <C>     <C>
Commercial.............    490    91.41%       295     84.28%       376    78.25%        140    79.22%        617    71.40%

Real estate............     45     8.40%        38     10.86%       121    17.12%         45    16.20%         75    23.67%

Consumer...............      1     0.19%        17      4.86%         4     4.63%          2     4.58%         47     4.93%

Unallocated............    671      N/A        609       N/A        626      N/A         737      N/A         595      N/A
                         -----   ------        ---    ------      -----   ------         ---   ------       -----   ------

                         1,207   100.00%       959    100.00%     1,127   100.00%        924   100.00%      1,334   100.00%
                         =====   ======        ===    ======      =====   ======         ===   ======       =====   ======
</TABLE>

                                       15
<PAGE>
<TABLE>
<CAPTION>
DEPOSITS

Average amount and average rate paid on deposits (in thousands)

                                                For the Year Ended          For the Year Ended          For the Year Ended
                                                 December 31, 1996           December 31, 1995           December 31, 1994
                                               --------------------        -------------------         -------------------

         Type                                  Average      Average         Average    Average         Average     Average
         ----                                   Amount         Rate          Amount       Rate          Amount        Rate
                                               -------      -------         -------    -------         -------     -------
<S>                                           <C>            <C>            <C>        <C>             <C>         <C>
Demand - non-interest bearing.........          8,280         N/A             7,142       N/A            6,106        N/A

NOW accounts..........................         19,561        1.89%           18,019       2.01%         19,645       1.95%

Money market accounts.................         12,469        2.95%           12,561       2.95%         14,464       2.89%

Savings...............................         15,790        2.89%           15,791       2.87%         16,240       2.86%

Time deposits.........................         34,320        5.24%           32,566       5.13%         30,864       3.56%
                                               ------        ----           ------       ----           ------       ----

                                               90,420        3.31%           86,079       3.32%         87,319       2.84%
                                               ======        ====            ======       ====          ======       ====
</TABLE>

<TABLE>
<CAPTION>

MATURITIES OF TIME DEPOSITS OF $100,000 OR MORE AT DECEMBER 31 (IN THOUSANDS):

                                                              1996
                                                              ----
<S>                                                         <C>
Three months or less.................................        5,357

Four months to six months............................        1,989

Seven months to twelve months........................        2,663

Over twelve months...................................        1,102
                                                            ------
TOTAL TIME DEPOSITS OF $100,000 OR MORE..............       11,111
                                                            ======
</TABLE>




RETURN ON AVERAGE EQUITY AND ASSETS

<TABLE>
<CAPTION>

                                                                                  For the Year Ended December 31:
                                                                    -------------------------------------------------------
                                                                       1996                    1995                    1994
                                                                       ----                    ----                    ----
<S>                                                                  <C>                     <C>                     <C>
Return on average assets..............................                0.60%                   0.83%                   0.33%

Return on average equity..............................                5.44%                   7.45%                   3.09%

Dividend payout ratio.................................               42.55%                  22.25%                      --

Average equity to average assets......................               11.12%                  11.13%                  10.71%
</TABLE>

                                       16
<PAGE>

ITEM 2. PROPERTIES

The Bank owns a 0.861 acre lot located at the corner of Ham Lane and Tokay
Street, Lodi, California. A 34,000 square foot, tri-level commercial building
for the main branch and administrative offices of the Company and the Bank was
constructed on the lot. The Company and the Bank use approximately 75% of the
leasable space in the building and the remaining area is either leased or
available for lease as office space to other tenants. All lease payments to the
Company are tied to changes in the Consumer Price Index and are adjusted on an
annual basis. This expansion in 1991 has enabled the Bank to better serve its
customers with more teller windows, four drive-through lanes and expanded safe
deposit box capacity.

The Bank assumed a long-term ground lease on 1.7 acres of land at 19000 North
Highway 88, Lockeford, California. The building previously occupying the Lodi
site was moved to Lockeford, California, and has become the permanent branch
office of the Bank at that location. A temporary office was opened by the Bank
on January 8, 1990 at this location in a 1,100 square foot building. The
permanent office was opened on April 1, 1991. The temporary office, along with a
portion of the permanent building, are leased by the Bank to two tenants.

On February 22, 1997, the Bank acquired the Galt, Plymouth and San Andreas
branches of Wells Fargo Bank. The transaction included the assumption of the
6,000 square foot branch building lease in Galt with a remaining term of two
years, and the purchase of the branch building and land for the Plymouth and San
Andreas offices. The Plymouth and San Andreas offices are approximately 1,200
and 5,500 square feet, respectively.

The Company owns a 10,000 square foot lot located on Lower Sacramento Road in
the unincorporated San Joaquin County community of Woodbridge, California. The
entire parcel has been leased to the Bank on a long term basis at market rates.
The Bank has constructed, furnished and equipped a 1,437 square foot branch
office on the parcel and commenced operations of the Woodbridge Branch on
December 15, 1986.

ITEM 3. LEGAL PROCEEDINGS

There are no material proceedings adverse to the Company or the Bank to which
any director, officer, affiliate of the Company or 5% shareholder of the Company
or the Bank, or any associate of any such director, officer, affiliate or 5%
shareholder of the Company or the Bank is a party, and none of the above persons
has a material interest adverse to the Company or the Bank.

Neither the Company nor the Bank is a party to any pending legal or
administrative proceeding (other than ordinary routine litigation incidental to
the Company's or the Bank's business) and no such proceedings are known to be
contemplated.

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

        Not Applicable

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
        STOCKHOLDER MATTERS

The information required by this item is contained under the caption "MARKET
PRICE OF COMPANY'S STOCK" at page 13 of the Company's Annual Report to
Shareholders for the year ended December 31, 1996, and is incorporated herein by
reference.

ITEM 6. SELECTED FINANCIAL DATA

The information required by this item is contained under the caption "SELECTED
FINANCIAL DATA" at page 13 of the Company's Annual Report to Shareholders for
the year ended December 31, 1996 and is incorporated herein by reference.

                                       17
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

The information required by this item is contained under the caption
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" at page 4 of the Company's Annual Report to Shareholders for the
year ended December 31, 1996 and is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        See Item 14(a) herein.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURE

        Not Applicable

                                    PART III
ITEMS 10, 11, 12 AND 13.

The information required by these items is contained at pages 2 through 9 of the
Company's definitive Proxy Statement for the Annual Meeting of Shareholders to
be held on April 22, 1997, and is incorporated herein by reference. The
definitive Proxy Statement will be filed with the Commission within 120 days
after the close of the Company's fiscal year pursuant to Regulation 14A of the
Securities Exchange Act of 1934.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
<TABLE>
<CAPTION>

     (a) FINANCIAL STATEMENTS AND SCHEDULES                   PAGE REFERENCE TO ANNUAL REPORT TO SHAREHOLDERS*

         <S>                                                                       <C>
         Independent Auditors' Report                                              14
         Consolidated Balance Sheets as of
            December 31, 1996 and 1995.                                            15
         Consolidated Statements of Income
            Years Ended 1996, 1995, and 1994                                       17
         Consolidated Statements of Stockholders' Equity
            Years Ended 1996, 1995, and 1994                                       16
         Consolidated Statements of Cash Flows
            Years Ended 1996, 1995, and 1994                                       18
         Notes to Consolidated Financial Statements                                19
                ---------------------------
         *The pages of the Company's Annual Report to Shareholders for the
          year ended December 31, 1996 listed above, are incorporated herein
          by reference in response to Item 8 of this report.
</TABLE>

     (b) REPORTS ON FORM 8-K

         On October 18, 1996, the Company filed a Current Report on Form
         8-K regarding the purchase of three branches from Wells Fargo Bank,
         N.A. by The Bank of Lodi.

         On October 25, 1996, the Company filed a Current Report on Form
         8-K regarding its press release of the same date, reporting the
         Company's results of operations for the quarter ended September
         30, 1996, and the declaration of a cash dividend of $.05 per
         share, payable November 29, 1996.

                                       18
<PAGE>

<TABLE>
<CAPTION>

         (C)  EXHIBITS

              Exhibit No.           Description

               <S>                 <C>
                11                  Statement re computation of earnings per
                                    share is incorporated herein by reference to
                                    page 26 of the Company's Annual Report to
                                    Shareholders for the year ended December 31,
                                    1996.

                13                  First Financial Bancorp 1996 Annual Report
                                    to Shareholders - portions which have
                                    been incorporated by reference herein are
                                    filed with this report, and portions
                                    which have not been incorporated herein are
                                    provided for information purposes only.

                23                  Consent of Experts

                27                  Financial Data Schedule
</TABLE>

         (D)  FINANCIAL STATEMENT SCHEDULES

              No financial statement schedules are included in this report on
              the basis that they are either inapplicable or the information
              required to be set forth therein is contained in the financial
              statements incorporated herein by reference.

                                       19
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 31th day of March, 1997.

                                   FIRST FINANCIAL BANCORP

                                   /s/ LEON J. ZIMMERMAN
                                   -------------------------------------
                                   Leon J. Zimmerman
                                   (President & Chief Executive Officer)

Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
                                                                       CAPACITY                             DATE
                                                                       --------                             ----

<S>                                                      <C>                                            <C>
      /s/ BENJAMIN R. GOEHRING                           Director and Chairman of the Board             March 31, 1997
--------------------------------------------
Benjamin R. Goehring

      /s/ WELDON D. SCHUMACHER                           Director and Vice Chairman of the Board        March 31, 1997
--------------------------------------------
Weldon D. Schumacher

     /s/ BOZANT KATZAKIAN                                Director                                       March 31, 1997
--------------------------------------------
Bozant Katzakian

     /s/ ANGELO J. ANAGNOS                               Director                                       March 31, 1997
--------------------------------------------
Angelo J. Anagnos

     /s/ RAYMOND H. COLDANI                              Director                                       March 31, 1997
--------------------------------------------
Raymond H. Coldani

     /s/ MICHAEL D. RAMSEY                               Director                                       March 31, 1997
--------------------------------------------
Michael D. Ramsey

     /s/ FRANK M. SASAKI                                 Director                                       March 31, 1996
--------------------------------------------
Frank M. Sasaki

     /s/ DENNIS SWANSON                                  Director                                       March 31, 1997
--------------------------------------------
Dennis Swanson

     /s/ DAVID M. PHILIPP                                Executive Vice President,                      March 31, 1997
--------------------------------------------             Chief Financial Officer and Secretary
David M. Philipp                                         (Principal Financial and Accounting Officer)



</TABLE>

                                       20
<PAGE>

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit                                                                                         Page
-------                                                                                         ----

<S>             <C>                                                                             <C>
11              Statement re computation of earnings per share is incorporated herein
                by reference to page 24 of the Company's Annual Report to Shareholders
                for the year ended December 31, 1996.

13              First Financial Bancorp 1996 Annual Report to Shareholders - portions           27
                which have been incorporated by reference herein are filed with this report,
                and portions which have not been incorporated herein are provided for
                information purposes only

23              Consent of Experts                                                              59

27              Financial Data Schedule                                                         60
</TABLE>