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                               GUARANTEE AGREEMENT

                                 by and between

                             FIRST FINANCIAL BANCORP

                                       and

                       STATE STREET BANK AND TRUST COMPANY
                      OF CONNECTICUT, NATIONAL ASSOCIATION

                           Dated as of March 26, 2002




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                                      B-3
<PAGE>



                               GUARANTEE AGREEMENT

         This  GUARANTEE  AGREEMENT  (this  "Guarantee"),  dated as of March 26,
2002,  is executed  and  delivered  by First  Financial  Bancorp,  a  California
corporation  (the  "Guarantor"),  and State  Street  Bank and Trust  Company  of
Connecticut,  National  Association,  a national banking association,  organized
under the laws of the  United  States of  America,  as trustee  (the  "Guarantee
Trustee"),  for the benefit of the Holders (as defined herein) from time to time
of the Capital  Securities (as defined herein) of First Financial (CA) Statutory
Trust I, a Connecticut statutory trust (the "Issuer").

         WHEREAS,  pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"),  dated as of the date hereof  among State  Street Bank and Trust
Company of Connecticut, National Association, not in its individual capacity but
solely as institutional trustee, the administrators of the Issuer named therein,
the  Guarantor,  as  sponsor,  and the  holders  from time to time of  undivided
beneficial  interests in the assets of the Issuer,  the Issuer is issuing on the
date  hereof  those  undivided   beneficial   interests,   having  an  aggregate
liquidation amount of $5,000,000.00 (the "Capital Securities"); and

         WHEREAS,   as  incentive  for  the  Holders  to  purchase  the  Capital
Securities,  the Guarantor desires  irrevocably and unconditionally to agree, to
the  extent  set  forth in this  Guarantee,  to pay to the  Holders  of  Capital
Securities the Guarantee  Payments (as defined herein) and to make certain other
payments on the terms and conditions set forth herein;

         NOW, THEREFORE,  in consideration of the purchase by each Holder of the
Capital Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of
the Holders.

Section 26.

DEFINITIONS AND INTERPRETATION

         26.1.  Definitions and  Interpretation.  In this Guarantee,  unless the
context otherwise requires:

                  26.1.1.  capitalized  terms  used  in this  Guarantee  but not
defined in the preamble above have the respective  meanings  assigned to them in
this Section 1.1;

                  26.1.2. a term defined anywhere in this Guarantee has the same
meaning throughout;

                  26.1.3.  all references to "the Guarantee" or "this Guarantee"
are to this Guarantee as modified, supplemented or amended from time to time;

                  26.1.4.  all  references  in this  Guarantee to  "Articles" or
"Sections"  are to  Articles or Sections  of this  Guarantee,  unless  otherwise
specified;

                  26.1.5.  terms  defined in the  Declaration  as at the date of
execution of this Guarantee have the same meanings when used in this  Guarantee,
unless  otherwise  defined in this  Guarantee  or unless the  context  otherwise
requires; and

                  26.1.6.  a reference to the  singular  includes the plural and
vice versa.

         "Affiliate"  has the same  meaning as given to that term in Rule 405 of
the Securities Act of 1933, as amended, or any successor rule thereunder.
<PAGE>

         "Beneficiaries"  means any  Person to whom the  Issuer is or  hereafter
becomes indebted or liable.

         "Capital  Securities" has the meaning set forth in the recitals to this
Guarantee.

         "Common Securities" means the common securities issued by the Issuer to
the Guarantor pursuant to the Declaration.

         "Corporate  Trust Office" means the office of the Guarantee  Trustee at
which the  corporate  trust  business of the  Guarantee  Trustee  shall,  at any
particular  time,  be  principally  administered,  which  office  at the date of
execution of this  Guarantee is located at 225 Asylum  Street,  Goodwin  Square,
Hartford, Connecticut 06103.

         "Covered Person" means any Holder of Capital Securities.

         "Debentures" means the debt securities of the Guarantor  designated the
Floating Rate Junior  Subordinated  Deferrable Interest Debentures due 2032 held
by the Institutional Trustee (as defined in the Declaration) of the Issuer.

         "Declaration  Event of Default"  means an "Event of Default" as defined
in the Declaration.

         "Event of Default" has the meaning set forth in Section 2.4(a).

         "Guarantee  Payments"  means the following  payments or  distributions,
without duplication,  with respect to the Capital Securities,  to the extent not
paid or made by the Issuer: (i) any accrued and unpaid Distributions (as defined
in the Declaration)  which are required to be paid on such Capital Securities to
the extent the Issuer shall have funds available  therefor,  (ii) the Redemption
Price to the extent the Issuer has funds available therefor, with respect to any
Capital  Securities  called for  redemption  by the  Issuer,  (iii) the  Special
Redemption  Price to the extent the Issuer has funds  available  therefor,  with
respect to Capital  Securities  redeemed upon the occurrence of a Special Event,
and (iv) upon a voluntary or involuntary liquidation, dissolution, winding-up or
termination  of the Issuer (other than in connection  with the  distribution  of
Debentures  to the Holders of the  Capital  Securities  in exchange  therefor as
provided in the Declaration), the lesser of (a) the aggregate of the liquidation
amount and all accrued and unpaid Distributions on the Capital Securities to the
date of payment,  to the extent the Issuer shall have funds available  therefor,
and (b) the amount of assets of the Issuer remaining  available for distribution
to Holders in  liquidation  of the Issuer  (in  either  case,  the  "Liquidation
Distribution").

         "Guarantee  Trustee"  means  State  Street  Bank and Trust  Company  of
Connecticut,  National Association, until a Successor Guarantee Trustee has been
appointed  and has  accepted  such  appointment  pursuant  to the  terms of this
Guarantee and thereafter means each such Successor Guarantee Trustee.

         "Guarantor"  means First  Financial  Bancorp and each of its successors
and assigns.

         "Holder"  means any holder,  as  registered on the books and records of
the Issuer, of any Capital Securities;  provided,  however, that, in determining
whether the Holders of the requisite percentage of Capital Securities have given
any request, notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor or any Affiliate of the Guarantor.

            "Indemnified  Person" means the Guarantee Trustee,  any Affiliate of
the  Guarantee  Trustee,  or any  officers,  directors,  shareholders,  members,
partners,  employees,  representatives,  nominees,  custodians  or agents of the
Guarantee Trustee.
<PAGE>

         "Indenture" means the Indenture dated as of the date hereof between the
Guarantor  and State  Street  Bank and Trust  Company of  Connecticut,  National
Association,  not in its  individual  capacity  but solely as  trustee,  and any
indenture supplemental thereto pursuant to which the Debentures are to be issued
to the institutional trustee of the Issuer.

         "Issuer"  has the meaning set forth in the  opening  paragraph  to this
Guarantee.

         "Liquidation  Distribution" has the meaning set forth in the definition
of "Guarantee Payments" herein.

         "Majority  in  liquidation  amount  of the  Capital  Securities"  means
Holder(s) of outstanding  Capital  Securities,  voting together as a class,  but
separately  from the  holders  of  Common  Securities,  of more  than 50% of the
aggregate  liquidation amount (including the stated amount that would be paid on
redemption,  liquidation or otherwise,  plus accrued and unpaid Distributions to
the date upon  which the  voting  percentages  are  determined)  of all  Capital
Securities then outstanding.

         "Obligations"  means  any  costs,  expenses  or  liabilities  (but  not
including  liabilities related to taxes) of the Issuer other than obligations of
the  Issuer to pay to  holders  of any Trust  Securities  the  amounts  due such
holders pursuant to the terms of the Trust Securities.

         "Officer's   Certificate"   means,   with  respect  to  any  Person,  a
certificate  signed by one  Authorized  Officer of such  Person.  Any  Officer's
Certificate  delivered  with respect to compliance  with a condition or covenant
provided for in this Guarantee shall include:

                  (a)  a  statement  that  the  officer  signing  the  Officer's
         Certificate  has read the  covenant or  condition  and the  definitions
         relating thereto;

                  (b)  a  brief  statement  of  the  nature  and  scope  of  the
         examination or investigation undertaken by the officer in rendering the
         Officer's Certificate;

                  (c) a statement that the officer has made such  examination or
         investigation  as, in such  officer's  opinion,  is necessary to enable
         such  officer to express an informed  opinion as to whether or not such
         covenant or condition has been complied with; and

                  (d) a statement as to whether,  in the opinion of the officer,
         such condition or covenant has been complied with.

         "Person" means a legal person,  including any individual,  corporation,
estate, partnership,  joint venture,  association,  joint stock company, limited
liability  company,  trust,  unincorporated  association,  or  government or any
agency or political subdivision thereof, or any other entity of whatever nature.

         "Redemption Price" has the meaning set forth in the Indenture.

         "Responsible Officer" means, with respect to the Guarantee Trustee, any
officer within the Corporate Trust Office of the Guarantee Trustee including any
Vice President, Assistant Vice President,  Secretary, Assistant Secretary or any
other officer of the Guarantee Trustee customarily  performing functions similar
to those  performed  by any of the above  designated  officers  and  also,  with
respect to a particular  corporate trust matter,  any other officer to whom such
matter is referred  because of that officer's  knowledge of and familiarity with
the particular subject.

         "Special Event" has the meaning set forth in the Indenture.

         "Special Redemption Price" has the meaning set forth in the Indenture.
<PAGE>

         "Successor  Guarantee  Trustee"  means a  successor  Guarantee  Trustee
possessing the qualifications to act as Guarantee Trustee under Section 3.1.

         "Trust   Securities"  means  the  Common  Securities  and  the  Capital
Securities.

Section 27.

POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

         27.1. Powers and Duties of the Guarantee Trustee.

                  27.1.1.  This Guarantee shall be held by the Guarantee Trustee
for the  benefit of the  Holders of the Capital  Securities,  and the  Guarantee
Trustee  shall not  transfer  this  Guarantee  to any Person  except a Holder of
Capital Securities exercising his or her rights pursuant to Section 4.4(b) or to
a Successor  Guarantee Trustee on acceptance by such Successor Guarantee Trustee
of its appointment to act as Successor  Guarantee Trustee.  The right, title and
interest of the  Guarantee  Trustee  shall  automatically  vest in any Successor
Guarantee  Trustee,  and such vesting and  cessation of title shall be effective
whether or not conveyancing  documents have been executed and delivered pursuant
to the appointment of such Successor Guarantee Trustee.

                  27.1.2. If an Event of Default actually known to a Responsible
Officer of the Guarantee  Trustee has occurred and is continuing,  the Guarantee
Trustee  shall  enforce  this  Guarantee  for the  benefit of the Holders of the
Capital Securities.

                  27.1.3.  The Guarantee  Trustee,  before the occurrence of any
Event of Default and after curing all Events of Default that may have  occurred,
shall  undertake  to perform only such duties as are  specifically  set forth in
this  Guarantee,  and no  implied  covenants  shall be read into this  Guarantee
against the Guarantee  Trustee.  In case an Event of Default has occurred  (that
has not  been  waived  pursuant  to  Section  2.4)  and is  actually  known to a
Responsible  Officer of the  Guarantee  Trustee,  the  Guarantee  Trustee  shall
exercise such of the rights and powers vested in it by this  Guarantee,  and use
the same degree of care and skill in its exercise  thereof,  as a prudent person
would exercise or use under the  circumstances  in the conduct of his or her own
affairs.

                  27.1.4.  No provision of this Guarantee  shall be construed to
relieve the Guarantee Trustee from liability for its own negligent  action,  its
own negligent failure to act, or its own willful misconduct, except that:

                  (a) prior to the  occurrence of any Event of Default and after
the curing or waiving of all such Events of Default that may have occurred:

                           (i)  the  duties  and  obligations  of the  Guarantee
                           Trustee  shall be  determined  solely by the  express
                           provisions  of  this  Guarantee,  and  the  Guarantee
                           Trustee   shall   not  be  liable   except   for  the
                           performance  of such  duties and  obligations  as are
                           specifically  set  forth  in this  Guarantee,  and no
                           implied  covenants or obligations  shall be read into
                           this Guarantee against the Guarantee Trustee; and

                           (ii) in the  absence  of bad faith on the part of the
                           Guarantee   Trustee,   the   Guarantee   Trustee  may
                           conclusively  rely, as to the truth of the statements
                           and  the   correctness  of  the  opinions   expressed
                           therein,  upon any certificates or opinions furnished
                           to  the  Guarantee
<PAGE>

                           Trustee and  conforming to the  requirements  of this
                           Guarantee;  but in the case of any such  certificates
                           or  opinions  that  by  any   provision   hereof  are
                           specifically   required  to  be   furnished   to  the
                           Guarantee  Trustee,  the  Guarantee  Trustee shall be
                           under a duty to examine the same to determine whether
                           or not  they  conform  to the  requirements  of  this
                           Guarantee;

                  (b) the Guarantee Trustee shall not be liable for any error of
judgment made in good faith by a Responsible  Officer of the Guarantee  Trustee,
unless it shall be proved that such Responsible Officer of the Guarantee Trustee
or the Guarantee  Trustee was negligent in ascertaining the pertinent facts upon
which such judgment was made;

                  (c) the Guarantee  Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in  accordance  with
the written  direction of the Holders of not less than a Majority in liquidation
amount of the  Capital  Securities  relating  to the time,  method  and place of
conducting any proceeding for any remedy available to the Guarantee Trustee,  or
relating to the  exercise  of any trust or power  conferred  upon the  Guarantee
Trustee under this Guarantee; and

                  (d) no provision of this Guarantee shall require the Guarantee
Trustee to expend or risk its own funds or otherwise  incur  personal  financial
liability in the  performance  of any of its duties or in the exercise of any of
its rights or powers, if the Guarantee Trustee shall have reasonable grounds for
believing that the repayment of such funds is not reasonably assured to it under
the terms of this Guarantee or security and indemnity,  reasonably  satisfactory
to the  Guarantee  Trustee,  against such risk or  liability  is not  reasonably
assured to it.

         27.2. Certain Rights of Guarantee Trustee.

                  27.2.1. Subject to the provisions of Section 2.1:

                  (a) The Guarantee Trustee may conclusively  rely, and shall be
fully  protected  in acting or  refraining  from acting  upon,  any  resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent,  order, bond, debenture,  note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed,  sent or
presented by the proper party or parties.

                  (b) Any direction or act of the Guarantor contemplated by this
Guarantee shall be sufficiently evidenced by an Officer's Certificate.

                  (c) Whenever,  in the  administration  of this Guarantee,  the
Guarantee Trustee shall deem it desirable that a matter be proved or established
before taking, suffering or omitting any action hereunder, the Guarantee Trustee
(unless other evidence is herein specifically prescribed) may, in the absence of
bad  faith  on its  part,  request  and  conclusively  rely  upon  an  Officer's
Certificate  of the  Guarantor  which,  upon receipt of such  request,  shall be
promptly delivered by the Guarantor.

                  (d) The  Guarantee  Trustee  shall  have no duty to see to any
recording,  filing  or  registration  of any  instrument  (or any  re-recording,
refiling or re-registration thereof).

                  (e) The  Guarantee  Trustee  may consult  with  counsel of its
selection,  and the  advice or  opinion of such  counsel  with  respect to legal
matters shall be full and complete  authorization  and  protection in respect of
any action  taken,  suffered  or omitted  by it  hereunder  in good faith and in
accordance  with such  advice or  opinion.  Such  counsel  may be counsel to the
Guarantor or any of its  Affiliates  and may include any of its  employees.  The
Guarantee  Trustee  shall  have  the  right  at any  time
<PAGE>

to seek  instructions  concerning the  administration of this Guarantee from any
court of competent jurisdiction.

                  (f) The  Guarantee  Trustee  shall be under no  obligation  to
exercise  any of the  rights or powers  vested  in it by this  Guarantee  at the
request or  direction of any Holder,  unless such Holder shall have  provided to
the Guarantee  Trustee such security and indemnity,  reasonably  satisfactory to
the Guarantee Trustee,  against the costs,  expenses (including  attorneys' fees
and expenses and the expenses of the  Guarantee  Trustee's  agents,  nominees or
custodians) and liabilities  that might be incurred by it in complying with such
request or direction,  including such reasonable advances as may be requested by
the Guarantee Trustee; provided, however, that nothing contained in this Section
2.2(a)(vi) shall relieve the Guarantee Trustee,  upon the occurrence of an Event
of Default,  of its obligation to exercise the rights and powers vested in it by
this Guarantee.

                  (g) The  Guarantee  Trustee  shall  not be  bound  to make any
investigation  into the facts or matters stated in any resolution,  certificate,
statement,  instrument,  opinion, report, notice, request,  direction,  consent,
order, bond,  debenture,  note, other evidence of indebtedness or other paper or
document,  but the Guarantee Trustee,  in its discretion,  may make such further
inquiry or investigation into such facts or matters as it may see fit.

                  (h) The  Guarantee  Trustee  may  execute any of the trusts or
powers  hereunder  or perform  any duties  hereunder  either  directly  or by or
through agents,  nominees,  custodians or attorneys,  and the Guarantee  Trustee
shall not be  responsible  for any  misconduct  or negligence on the part of any
agent or attorney appointed with due care by it hereunder.

                  (i) Any action  taken by the  Guarantee  Trustee or its agents
hereunder shall bind the Holders of the Capital Securities, and the signature of
the Guarantee  Trustee or its agents alone shall be sufficient  and effective to
perform any such  action.  No third party shall be required to inquire as to the
authority of the Guarantee Trustee to so act or as to its compliance with any of
the terms and provisions of this Guarantee,  both of which shall be conclusively
evidenced by the Guarantee Trustee's or its agent's taking such action.

                  (j)  Whenever  in the  administration  of this  Guarantee  the
Guarantee  Trustee shall deem it desirable to receive  instructions with respect
to  enforcing  any remedy or right or taking  any other  action  hereunder,  the
Guarantee Trustee (i) may request instructions from the Holders of a Majority in
liquidation  amount of the Capital  Securities,  (ii) may refrain from enforcing
such remedy or right or taking such other  action  until such  instructions  are
received,  and (iii) shall be protected in conclusively  relying on or acting in
accordance with such instructions.

                  (k) The  Guarantee  Trustee shall not be liable for any action
taken, suffered, or omitted to be taken by it in good faith, without negligence,
and  reasonably  believed by it to be  authorized  or within the  discretion  or
rights or powers conferred upon it by this Guarantee.

                  27.2.2.  No  provision  of this  Guarantee  shall be deemed to
impose any duty or  obligation  on the  Guarantee  Trustee to perform any act or
acts or exercise any right,  power,  duty or obligation  conferred or imposed on
it, in any  jurisdiction  in which it shall be illegal or in which the Guarantee
Trustee shall be unqualified or incompetent in accordance with applicable law to
perform  any such act or acts or to  exercise  any such  right,  power,  duty or
obligation.  No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty.

         27.3.  Not  Responsible  for  Recitals or Issuance  of  Guarantee.  The
recitals  contained in this  Guarantee  shall be taken as the  statements of the
Guarantor,  and the  Guarantee  Trustee does not assume
<PAGE>

any  responsibility  for  their  correctness.  The  Guarantee  Trustee  makes no
representation as to the validity or sufficiency of this Guarantee.

         27.4. Events of Default; Waiver.

                  27.4.1.  An Event of Default under this  Guarantee  will occur
upon the  failure  of the  Guarantor  to  perform  any of its  payment  or other
obligations hereunder.

                  27.4.2. The Holders of a Majority in liquidation amount of the
Capital  Securities  may,  voting  or  consenting  as a class,  on behalf of the
Holders of all of the  Capital  Securities,  waive any past Event of Default and
its  consequences.  Upon such waiver,  any such Event of Default  shall cease to
exist,  and  shall be  deemed to have been  cured,  for  every  purpose  of this
Guarantee, but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon.

         27.5. Events of Default; Notice.

                  27.5.1. The Guarantee Trustee shall,  within 90 days after the
occurrence  of an Event  of  Default,  transmit  by mail,  first  class  postage
prepaid, to the Holders of the Capital Securities and the Guarantor,  notices of
all Events of Default  actually known to a Responsible  Officer of the Guarantee
Trustee,  unless such defaults have been cured before the giving of such notice,
provided,  however, that the Guarantee Trustee shall be protected in withholding
such notice if and so long as a Responsible  Officer of the Guarantee Trustee in
good faith determines that the withholding of such notice is in the interests of
the Holders of the Capital Securities.

                  27.5.2.  The  Guarantee  Trustee  shall  not be deemed to have
knowledge  of any Event of  Default  unless  the  Guarantee  Trustee  shall have
received written notice from the Guarantor or a Holder of the Capital Securities
(except  in the case of a payment  default),  or a  Responsible  Officer  of the
Guarantee  Trustee charged with the  administration of this Guarantee shall have
obtained actual knowledge thereof.

Section 28.

GUARANTEE TRUSTEE

         28.1. Guarantee Trustee; Eligibility.

                  28.1.1.  There shall at all times be a Guarantee Trustee which
shall:

                  (a) not be an Affiliate of the Guarantor, and

                  (b) be a corporation  organized and doing  business  under the
laws of the United States of America or any State or Territory thereof or of the
District of Columbia, or Person authorized under such laws to exercise corporate
trust powers,  having a combined capital and surplus of at least 50 million U.S.
dollars  ($50,000,000),  and subject to  supervision  or examination by Federal,
State,  Territorial  or  District  of Columbia  authority.  If such  corporation
publishes  reports of  condition  at least  annually,  pursuant to law or to the
requirements of the supervising or examining  authority referred to above, then,
for the purposes of this Section 3.1(a)(ii), the combined capital and surplus of
such  corporation  shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.
<PAGE>

                  28.1.2. If at any time the Guarantee Trustee shall cease to be
eligible to so act under Section 3.1(a), the Guarantee Trustee shall immediately
resign in the manner and with the effect set out in Section 3.2(c).

                  28.1.3.  If the  Guarantee  Trustee  has or shall  acquire any
"conflicting  interest"  within  the  meaning  of  Section  310(b)  of the Trust
Indenture  Act, the Guarantee  Trustee shall either  eliminate  such interest or
resign  to the  extent  and in the  manner  provided  by,  and  subject  to this
Guarantee.

         28.2. Appointment, Removal and Resignation of Guarantee Trustee.

                  28.2.1.  Subject to Section 3.2(b),  the Guarantee Trustee may
be appointed or removed without cause at any time by the Guarantor except during
an Event of Default.

                  28.2.2.   The  Guarantee  Trustee  shall  not  be  removed  in
accordance  with  Section  3.2(a) until a Successor  Guarantee  Trustee has been
appointed and has accepted such  appointment by written  instrument  executed by
such Successor Guarantee Trustee and delivered to the Guarantor.

                  28.2.3.  The Guarantee  Trustee appointed to office shall hold
office until a Successor  Guarantee  Trustee shall have been  appointed or until
its  removal or  resignation.  The  Guarantee  Trustee  may resign  from  office
(without  need for prior or subsequent  accounting)  by an instrument in writing
executed  by  the  Guarantee  Trustee  and  delivered  to the  Guarantor,  which
resignation  shall not take effect until a Successor  Guarantee Trustee has been
appointed and has accepted such appointment by an instrument in writing executed
by such  Successor  Guarantee  Trustee and  delivered to the  Guarantor  and the
resigning Guarantee Trustee.

                  28.2.4.  If no  Successor  Guarantee  Trustee  shall have been
appointed  and  accepted  appointment  as provided in this Section 3.2 within 60
days after  delivery of an instrument of removal or  resignation,  the Guarantee
Trustee  resigning  or  being  removed  may  petition  any  court  of  competent
jurisdiction for appointment of a Successor  Guarantee  Trustee.  Such court may
thereupon, after prescribing such notice, if any, as it may deem proper, appoint
a Successor Guarantee Trustee.

                  28.2.5.  No Guarantee  Trustee shall be liable for the acts or
omissions to act of any Successor Guarantee Trustee.

                  28.2.6.  Upon  termination  of this  Guarantee  or  removal or
resignation of the Guarantee Trustee pursuant to this Section 3.2, the Guarantor
shall pay to the Guarantee  Trustee all amounts  owing to the Guarantee  Trustee
under Sections 7.2 and 7.3 accrued to the date of such  termination,  removal or
resignation.

Section 29.

GUARANTEE

         29.1. Guarantee.

                  29.1.1. The Guarantor  irrevocably and unconditionally  agrees
to pay in full to the Holders the Guarantee  Payments  (without  duplication  of
amounts  theretofore  paid by the Issuer),  as and when due,  regardless  of any
defense  (except  the  defense of payment  by the  Issuer),  right of set-off or
counterclaim that the Issuer may have or assert.  The Guarantor's  obligation to
make a
<PAGE>

Guarantee  Payment may be satisfied by direct payment of the required amounts by
the Guarantor to the Holders or by causing the Issuer to pay such amounts to the
Holders.

                  29.1.2. The Guarantor hereby also agrees to assume any and all
Obligations  of the  Issuer  and in the  event  any  such  Obligation  is not so
assumed,  subject  to the terms and  conditions  hereof,  the  Guarantor  hereby
irrevocably and unconditionally guarantees to each Beneficiary the full payment,
when  and as due,  of any  and  all  Obligations  to  such  Beneficiaries.  This
Guarantee  is intended to be for the benefit of, and to be  enforceable  by, all
such  Beneficiaries,  whether or not such  Beneficiaries  have  received  notice
hereof.

         29.2.  Waiver of Notice and Demand.  The Guarantor hereby waives notice
of acceptance of this  Guarantee and of any liability to which it applies or may
apply, presentment,  demand for payment, any right to require a proceeding first
against the Issuer or any other Person before proceeding  against the Guarantor,
protest, notice of nonpayment,  notice of dishonor, notice of redemption and all
other notices and demands.

         29.3. Obligations Not Affected. The obligations,  covenants, agreements
and duties of the Guarantor  under this Guarantee shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

                  29.3.1.  the  release  or  waiver,  by  operation  of  law  or
otherwise,  of the  performance  or  observance  by the Issuer of any express or
implied  agreement,   covenant,  term  or  condition  relating  to  the  Capital
Securities to be performed or observed by the Issuer;

                  29.3.2. the extension of time for the payment by the Issuer of
all or any portion of the  Distributions,  Redemption Price,  Special Redemption
Price, Liquidation Distribution or any other sums payable under the terms of the
Capital  Securities  or the extension of time for the  performance  of any other
obligation under,  arising out of or in connection with, the Capital  Securities
(other than an extension of time for payment of Distributions, Redemption Price,
Special  Redemption  Price,  Liquidation  Distribution or other sum payable that
results from the extension of any interest  payment  period on the Debentures or
any  extension  of  the  maturity  date  of  the  Debentures  permitted  by  the
Indenture);

                  29.3.3. any failure,  omission,  delay or lack of diligence on
the part of the Holders to enforce,  assert or  exercise  any right,  privilege,
power or remedy  conferred  on the Holders  pursuant to the terms of the Capital
Securities,  or any  action on the part of the  Issuer  granting  indulgence  or
extension of any kind;

                  29.3.4. the voluntary or involuntary liquidation, dissolution,
sale of any collateral, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors,  reorganization,  arrangement, composition or readjustment
of debt of, or other  similar  proceedings  affecting,  the Issuer or any of the
assets of the Issuer;

                  29.3.5.  any  invalidity  of, or defect or deficiency  in, the
Capital Securities;

                  29.3.6.   the  settlement  or  compromise  of  any  obligation
guaranteed hereby or hereby incurred; or

                  29.3.7. any other circumstance whatsoever that might otherwise
constitute  a legal or equitable  discharge or defense of a guarantor,  it being
the intent of this Section 4.3 that the  obligations of the Guarantor  hereunder
shall be absolute and unconditional under any and all circumstances.
<PAGE>

         There  shall be no  obligation  of the  Holders  to give  notice to, or
obtain  consent of, the  Guarantor  with respect to the  happening of any of the
foregoing.

         29.4. Rights of Holders.

                  29.4.1. The Holders of a Majority in liquidation amount of the
Capital  Securities  have the right to  direct  the  time,  method  and place of
conducting any proceeding for any remedy  available to the Guarantee  Trustee in
respect  of this  Guarantee  or to  direct  the  exercise  of any trust or power
conferred upon the Guarantee  Trustee under this Guarantee;  provided,  however,
that  (subject to Section  2.1) the  Guarantee  Trustee  shall have the right to
decline to follow any such  direction if the Guarantee  Trustee being advised by
counsel determines that the action or proceeding so directed may not lawfully be
taken or if the  Guarantee  Trustee in good faith by its board of  directors  or
trustees,  executive  committees  or a trust  committee of directors or trustees
and/or  Responsible  Officers shall  determine that the action or proceedings so
directed would involve the Guarantee Trustee in personal liability.

                  29.4.2. Any Holder of Capital Securities may institute a legal
proceeding  directly  against the Guarantor to enforce the  Guarantee  Trustee's
rights  under this  Guarantee,  without  first  instituting  a legal  proceeding
against the Issuer,  the Guarantee  Trustee or any other  Person.  The Guarantor
waives any right or remedy to  require  that any such  action be  brought  first
against  the  Issuer,  the  Guarantee  Trustee  or any  other  Person  before so
proceeding directly against the Guarantor.

         29.5.  Guarantee  of Payment.  This  Guarantee  creates a guarantee  of
payment and not of collection.

         29.6.  Subrogation.  The Guarantor  shall be subrogated to all (if any)
rights of the Holders of Capital Securities against the Issuer in respect of any
amounts paid to such Holders by the Guarantor  under this  Guarantee;  provided,
however,  that the  Guarantor  shall  not  (except  to the  extent  required  by
mandatory  provisions  of law) be entitled to enforce or exercise any right that
it may acquire by way of subrogation or any  indemnity,  reimbursement  or other
agreement,  in all cases as a result of payment under this Guarantee,  if, after
giving  effect to any such  payment,  any amounts are due and unpaid  under this
Guarantee.  If any amount  shall be paid to the  Guarantor  in  violation of the
preceding  sentence,  the Guarantor  agrees to hold such amount in trust for the
Holders and to pay over such amount to the Holders.

         29.7.  Independent  Obligations.  The Guarantor  acknowledges  that its
obligations  hereunder are  independent  of the  obligations  of the Issuer with
respect to the  Capital  Securities  and that the  Guarantor  shall be liable as
principal and as debtor  hereunder to make  Guarantee  Payments  pursuant to the
terms of this Guarantee  notwithstanding the occurrence of any event referred to
in subsections (a) through (g), inclusive, of Section 4.3 hereof.

         29.8.  Enforcement  by a  Beneficiary.  A  Beneficiary  may enforce the
obligations of the Guarantor  contained in Section 4.1(b)  directly  against the
Guarantor  and the  Guarantor  waives  any right or remedy to  require  that any
action be  brought  against  the  Issuer or any  other  person or entity  before
proceeding  against the  Guarantor.  The  Guarantor  shall be  subrogated to all
rights (if any) of any Beneficiary  against the Issuer in respect of any amounts
paid to the  Beneficiaries  by the  Guarantor  under this  Guarantee;  provided,
however,  that the  Guarantor  shall  not  (except  to the  extent  required  by
mandatory  provisions of law) be entitled to enforce or exercise any rights that
it may acquire by way of subrogation or any  indemnity,  reimbursement  or other
agreement,  in all cases as a result of payment under this Guarantee,  if at the
time of any such payment,  and after giving effect to such payment,  any amounts
are due and unpaid under this Guarantee.
<PAGE>

Section 30.

LIMITATION OF TRANSACTIONS; SUBORDINATION

         30.1.  Limitation of  Transactions.  So long as any Capital  Securities
remain outstanding,  if (a) there shall have occurred and be continuing an Event
of Default or a  Declaration  Event of Default or (b) the  Guarantor  shall have
selected an Extension Period as provided in the Declaration and such period,  or
any  extension  thereof,  shall  have  commenced  and be  continuing,  then  the
Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any
dividends  or  distributions  on,  or  redeem,  purchase,  acquire,  or  make  a
liquidation  payment with respect to, any of the Guarantor's or such Affiliate's
capital  stock  (other  than  payments  of  dividends  or  distributions  to the
Guarantor) or make any  guarantee  payments with respect to the foregoing or (y)
make any payment of  principal  of or interest or premium,  if any, on or repay,
repurchase or redeem any debt  securities of the Guarantor or any Affiliate that
rank pari passu in all  respects  with or junior in interest  to the  Debentures
(other  than,  with  respect to  clauses  (x) and (y)  above,  (i)  repurchases,
redemptions or other acquisitions of shares of capital stock of the Guarantor in
connection  with  any  employment  contract,   benefit  plan  or  other  similar
arrangement  with  or  for  the  benefit  of one or  more  employees,  officers,
directors  or  consultants,  in  connection  with  a  dividend  reinvestment  or
stockholder  stock  purchase plan or in connection  with the issuance of capital
stock of the Guarantor (or securities  convertible  into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the  occurrence  of the Event of  Default,  Declaration  Event of  Default or
Extension Period, as applicable,  (ii) as a result of any exchange or conversion
of any class or series of the Guarantor's capital stock (or any capital stock of
a  subsidiary  of the  Guarantor)  for any class or  series  of the  Guarantor's
capital stock or of any class or series of the Guarantor's  indebtedness for any
class or  series  of the  Guarantor's  capital  stock,  (iii)  the  purchase  of
fractional  interests in shares of the Guarantor's capital stock pursuant to the
conversion or exchange  provisions  of such capital stock or the security  being
converted or exchanged,  (iv) any  declaration of a dividend in connection  with
any  stockholders'  rights  plan,  or the  issuance  of  rights,  stock or other
property under any stockholders' rights plan, or the redemption or repurchase of
rights  pursuant  thereto,  (v) any  dividend  in the form of  stock,  warrants,
options or other  rights  where the dividend  stock or the stock  issuable  upon
exercise of such warrants,  options or other rights is the same stock as that on
which the  dividend  is being  paid or ranks  pari  passu with or junior to such
stock and any cash  payments in lieu of  fractional  shares issued in connection
therewith, or (vi) payments under this Guarantee).

         30.2. Ranking.  This Guarantee will constitute an unsecured  obligation
of the Guarantor and will rank subordinate and junior in right of payment to all
present and future  Senior  Indebtedness  (as defined in the  Indenture)  of the
Guarantor. By their acceptance thereof, each Holder of Capital Securities agrees
to the  foregoing  provisions  of this  Guarantee  and the other terms set forth
herein.

         The right of the Guarantor to participate in any distribution of assets
of  any  of  its  subsidiaries  upon  any  such   subsidiary's   liquidation  or
reorganization  or otherwise is subject to the prior claims of creditors of that
subsidiary,  except to the extent the  Guarantor  may itself be  recognized as a
creditor of that subsidiary. Accordingly, the Guarantor's obligations under this
Guarantee  will  be  effectively   subordinated   to  all  existing  and  future
liabilities of the Guarantor's  subsidiaries,  and claimants should look only to
the assets of the  Guarantor for payments  hereunder.  This  Guarantee  does not
limit the  incurrence  or issuance  of other  secured or  unsecured  debt of the
Guarantor,  including Senior Indebtedness of the Guarantor,  under any indenture
that the Guarantor may enter into in the future or otherwise.
<PAGE>

Section 31.

TERMINATION

         31.1.  Termination.  This Guarantee  shall  terminate as to the Capital
Securities (i) upon full payment of the Redemption  Price or Special  Redemption
Price of all Capital Securities then outstanding,  (ii) upon the distribution of
all of the  Debentures to the Holders of all of the Capital  Securities or (iii)
upon full payment of the amounts payable in accordance with the Declaration upon
dissolution of the Issuer.  This Guarantee will continue to be effective or will
be  reinstated,  as the  case  may be,  if at any time  any  Holder  of  Capital
Securities must restore payment of any sums paid under the Capital Securities or
under this Guarantee.

Section 32.

INDEMNIFICATION

         32.1. Exculpation.

                  32.1.1. No Indemnified Person shall be liable,  responsible or
accountable  in damages or otherwise to the Guarantor or any Covered  Person for
any loss, damage or claim incurred by reason of any act or omission performed or
omitted  by such  Indemnified  Person  in good  faith in  accordance  with  this
Guarantee and in a manner that such Indemnified Person reasonably believed to be
within the scope of the authority  conferred on such Indemnified  Person by this
Guarantee or by law,  except that an Indemnified  Person shall be liable for any
such  loss,  damage or claim  incurred  by reason of such  Indemnified  Person's
negligence or willful misconduct with respect to such acts or omissions.

                  32.1.2.  An  Indemnified  Person  shall be fully  protected in
relying in good faith upon the records of the Issuer or the  Guarantor  and upon
such information, opinions, reports or statements presented to the Issuer or the
Guarantor by any Person as to matters the Indemnified Person reasonably believes
are within such other  Person's  professional  or expert  competence and who, if
selected by such Indemnified  Person,  has been selected with reasonable care by
such Indemnified Person, including information,  opinions, reports or statements
as to the value and amount of the assets,  liabilities,  profits, losses, or any
other  facts  pertinent  to the  existence  and  amount  of  assets  from  which
Distributions to Holders of Capital Securities might properly be paid.

         32.2. Indemnification.

                           The Guarantor  agrees to indemnify  each  Indemnified
                           Person  for,  and to  hold  each  Indemnified  Person
                           harmless  against,  any  and  all  loss,   liability,
                           damage,  claim or expense incurred without negligence
                           or willful  misconduct on the part of the Indemnified
                           Person,  arising  out of or in  connection  with  the
                           acceptance or  administration  of the trust or trusts
                           hereunder,  including,  but not limited to, the costs
                           and  expenses  (including  reasonable  legal fees and
                           expenses) of the Indemnified  Person defending itself
                           against, or investigating,  any claim or liability in
                           connection with the exercise or performance of any of
                           the Indemnified  Person's powers or duties hereunder.
                           The  obligation  to  indemnify  as set  forth in this
                           Section 7.2 shall survive the  resignation or removal
                           of the Guarantee  Trustee and the termination of this
                           Guarantee.
<PAGE>

                           Promptly after receipt by an Indemnified Person under
                           this Section 7.2 of notice of the commencement of any
                           action,  such Indemnified  Person will, if a claim in
                           respect  thereof is to be made against the  Guarantor
                           under  this  Section  7.2,  notify the  Guarantor  in
                           writing of the commencement  thereof; but the failure
                           so to notify the  Guarantor  (i) will not relieve the
                           Guarantor  from liability  under  paragraph (a) above
                           unless and to the extent that the  Guarantor  did not
                           otherwise  learn  of such  action  and  such  failure
                           results  in  the   forfeiture  by  the  Guarantor  of
                           substantial rights and defenses and (ii) will not, in
                           any event, relieve the Guarantor from any obligations
                           to   any   Indemnified    Person   other   than   the
                           indemnification  obligation provided in paragraph (a)
                           above.  The  Guarantor  shall be  entitled to appoint
                           counsel of the Guarantor's  choice at the Guarantor's
                           expense to represent  the  Indemnified  Person in any
                           action for which  indemnification is sought (in which
                           case  the   Guarantor   shall   not   thereafter   be
                           responsible for the fees and expenses of any separate
                           counsel retained by the Indemnified Person or Persons
                           except as set forth below);  provided,  however, that
                           such counsel shall be reasonably  satisfactory to the
                           Indemnified  Person.  Notwithstanding the Guarantor's
                           election  to  appoint   counsel  to   represent   the
                           Guarantor in an action,  the Indemnified Person shall
                           have the right to employ separate counsel  (including
                           local  counsel),  and the  Guarantor  shall  bear the
                           reasonable  fees, costs and expenses of such separate
                           counsel  if (i)  the  use of  counsel  chosen  by the
                           Guarantor to represent the  Indemnified  Person would
                           present  such  counsel  with a conflict of  interest,
                           (ii)  the  actual  or  potential  defendants  in,  or
                           targets  of,  any  such  action   include   both  the
                           Indemnified   Person  and  the   Guarantor   and  the
                           Indemnified  Person shall have  reasonably  concluded
                           that  there  may be legal  defenses  available  to it
                           and/or   other   Indemnified   Person(s)   which  are
                           different  from or additional  to those  available to
                           the  Guarantor,  (iii) the  Guarantor  shall not have
                           employed  counsel  satisfactory  to  the  Indemnified
                           Person to represent the  Indemnified  Person within a
                           reasonable  time after notice of the  institution  of
                           such action or (iv) the Guarantor shall authorize the
                           Indemnified  Person to employ separate counsel at the
                           expense of the  Guarantor.  The  Guarantor  will not,
                           without the prior written  consent of the Indemnified
                           Persons, settle or compromise or consent to the entry
                           of  any  judgment  with  respect  to any  pending  or
                           threatened  claim,  action,  suit  or  proceeding  in
                           respect of which  indemnification or contribution may
                           be sought  hereunder  (whether or not the Indemnified
                           Persons are actual or potential parties to such claim
                           or action)  unless  such  settlement,  compromise  or
                           consent  includes  an  unconditional  release of each
                           Indemnified  Person from all liability arising out of
                           such claim, action, suit or proceeding.

         32.3. Compensation; Reimbursement of Expenses. The Guarantor agrees:

                  32.3.1. to pay to the Guarantee Trustee from time to time such
compensation  for all services  rendered by it  hereunder  as the parties  shall
agree to from  time to time  (which  compensation  shall not be  limited  by any
provision  of law in  regard to the  compensation  of a  trustee  of an  express
trust); and

                  32.3.2.  except as otherwise  expressly  provided  herein,  to
reimburse  the  Guarantee  Trustee  upon  request for all  reasonable  expenses,
disbursements  and  advances  incurred  or made  by it in  accordance  with  any
provision of this  Guarantee  (including  the  reasonable  compensation  and
<PAGE>

the  expenses  and  disbursements  of its agents and  counsel),  except any such
expense,  disbursement  or advance as may be  attributable  to its negligence or
willful misconduct.

         The  provisions  of this Section 7.3 shall survive the  resignation  or
removal of the Guarantee Trustee and the termination of this Guarantee.

Section 33.

MISCELLANEOUS

         33.1.  Successors and Assigns.  All guarantees and agreements contained
in this Guarantee shall bind the successors,  assigns,  receivers,  trustees and
representatives  of the  Guarantor and shall inure to the benefit of the Holders
of the Capital Securities then outstanding. Except in connection with any merger
or  consolidation  of the  Guarantor  with or into  another  entity or any sale,
transfer or lease of the Guarantor's  assets to another entity, in each case, to
the extent  permitted  under the  Indenture,  the  Guarantor  may not assign its
rights or  delegate  its  obligations  under this  Guarantee  without  the prior
approval  of the  Holders of at least a Majority  in  liquidation  amount of the
Capital Securities.

         33.2.  Amendments.  Except  with  respect  to any  changes  that do not
adversely affect the rights of Holders of the Capital Securities in any material
respect (in which case no consent of Holders will be required),  this  Guarantee
may be amended  only with the prior  approval  of the Holders of not less than a
Majority in liquidation amount of the Capital Securities.  The provisions of the
Declaration  with  respect  to  amendments  thereof  apply to the giving of such
approval.

         33.3.  Notices.  All notices provided for in this Guarantee shall be in
writing,  duly signed by the party giving such notice,  and shall be  delivered,
telecopied or mailed by first class mail, as follows:

                  33.3.1.  If given to the Guarantee  Trustee,  at the Guarantee
Trustee's  mailing  address  set  forth  below  (or such  other  address  as the
Guarantee  Trustee may give  notice of to the Holders of the Capital  Securities
and the Guarantor):

            State Street Bank and Trust Company of Connecticut, National
            Association
            225 Asylum Street, Goodwin Square
            Hartford, Connecticut  06103
            Attention:  Corporate Trust Department
            Telecopy:  860-244-1889

            With a copy to:

            State Street Bank and Trust Company
            P.O. Box 778
            Boston, Massachusetts  02102-0778
            Attention:  Paul D. Allen, Corporate Trust Department
            Telecopy:  617-662-1462

                  33.3.2. If given to the Guarantor,  at the Guarantor's mailing
address set forth below (or such other  address as the Guarantor may give notice
of to the Holders of the Capital Securities and to the Guarantee Trustee):

            First Financial Bancorp
            701 South Ham Lane
            Lodi, California  95242
            Attention:  Leon J. Zimmerman
            Telecopy:  209-367-6968
<PAGE>

                  33.3.3. If given to any Holder of the Capital  Securities,  at
the address set forth on the books and records of the Issuer.

         All such  notices  shall be deemed to have been given when  received in
person,  telecopied  with  receipt  confirmed,  or mailed by first  class  mail,
postage  prepaid,  except that if a notice or other document is refused delivery
or cannot be  delivered  because  of a changed  address  of which no notice  was
given,  such notice or other  document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

         33.4.  Benefit.  This  Guarantee  is  solely  for  the  benefit  of the
Beneficiaries  and,  subject to Section 2.1(a),  is not separately  transferable
from the Capital Securities.

         33.5. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED
AND  INTERPRETED IN ACCORDANCE  WITH, THE LAW OF THE STATE OF NEW YORK,  WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES  THEREOF (OTHER THAN SECTION 5-1401 OF THE
NEW YORK GENERAL OBLIGATIONS LAW).

         33.6.  Counterparts.  This  Guarantee  may be  executed  in one or more
counterparts,  each of  which  shall  be an  original,  but all of  which  taken
together shall constitute one and the same instrument.

         Section  8.7  Separability.  In  case  one or  more  of the  provisions
contained in this Guarantee shall for any reason be held to be invalid,  illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other  provisions  of this  Guarantee,  but this  Guarantee
shall be construed as if such invalid or illegal or unenforceable  provision had
never been contained herein.



                     Signatures appear on the following page



<PAGE>


            THIS  GUARANTEE  is  executed  as of the day and  year  first  above
written.



                            FIRST FINANCIAL BANCORP, as Guarantor

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



                            STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
                            NATIONAL ASSOCIATION, as
                            Guarantee Trustee

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