First Financial Bank, N.A. ("First Financial"), the wholly owned subsidiary of First Financial Bancorp ("Bancorp"), entered into a Second Amendment to Purchase and Assumption Agreement with the Federal Deposit Insurance Corporation (the "FDIC"), as receiver for Irwin Union Bank and Trust Company ("Irwin Union Bank") and the FDIC regarding the assumption of all deposits and acquisition of certain assets and other liabilities of Irwin Union Bank. A copy of the second amendment effective September 18, 2009 is attached hereto as Exhibit 2.1.

On November 5, 2009, First Financial Bancorp. issued its earnings press release that included the results of operations and financial condition for the third quarter of 2009. A copy of the earnings press release is attached as Exhibit 99.1.

On November 6, 2009, First Financial Bancorp. will hold an earnings call to discuss the results of operations and financial condition for the third quarter of 2009. Copies of the slide presentation that will be used in the call are attached as Exhibit 99.2.

The earnings press release includes some non-GAAP financial measures. The first non-GAAP financial measure, Net interest margin (fully tax equivalent), appears in the table entitled "Consolidated Financial Highlights" under the section "Key Financial Ratios." It also appears in the two tables entitled "Consolidated Quarterly Statements of Income", as well as the "Consolidated Statements of Income" under "Additional Data". The second non-GAAP measure appears in the tables entitled "Additional Data" at the bottom of the two "Consolidated Quarterly Statements of Income" pages and the "Consolidated Statements of Income" page. The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35% tax rate. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully tax equivalent basis. Therefore, management believes these measures provide useful information to investors by allowing them to make peer comparisons. Management also uses these measures to make peer comparisons.

Below is a table showing "net interest income" calculated and presented in accordance with GAAP and the adjustments made to arrive at the non-GAAP financial measure "net interest income - tax equivalent." The table also shows "net interest margin" calculated and presented in accordance with GAAP and the method used to arrive at the non-GAAP financial measure "net interest margin (fully tax equivalent)."

                                                Three Months Ended                                        Nine Months Ended
                     Sep. 30,         June 30,        Mar. 31,        Dec. 31,        Sep. 30,                Sep. 30,
                       2009             2009            2009            2008            2008            2009            2008
                                                       (Dollars in thousands)
Net interest
income             $      37,455     $    31,209     $    30,928     $    30,129     $    29,410     $    99,592     $    86,073
Tax equivalent
adjustment                   300             307             363             360             424             970           1,448
  Net interest
income - tax
equivalent         $      37,755     $    31,516     $    31,291     $    30,489     $    29,834     $   100,562     $    87,521

Average earning
assets                 4,144,429       3,483,796       3,482,645       3,267,525       3,180,290       3,708,643       3,087,925

Net interest
margin*                     3.59 %          3.60 %          3.61 %          3.67 %          3.68 %          3.59 %          3.72 %
Net interest
margin (fully
tax
equivalent)*                3.61 %          3.64 %          3.65 %          3.71 %          3.73 %          3.63 %          3.79 %

* Margins are calculated using net interest income annualized divided by average earning assets.

The earnings press release also includes some non-GAAP ratios in the "Consolidated Financial Highlights" page. These ratios are: (1) Return on average tangible common shareholders' equity; (2) Ending tangible common equity as a percent of ending tangible assets; (3) Ending tangible common equity as a percent of risk-weighted assets; (4) Average tangible common equity as a percent of average tangible assets; and (5) Tangible book value per common share. The Ending tangible common equity as a percent of ending tangible assets and Average tangible common equity as a percent of average tangible assets are also shown in the "Regulatory Capital" section of the "Capital Adequacy" page in the earnings release. The following table provides a reconciliation of these ratios to GAAP. The company considers these critical metrics with which to analyze banks. The ratios have been included in the earnings press release to facilitate a better understanding of the company's capital structure and financial condition.

                                                  Three Months Ended                                          Nine Months Ended
                     Sep. 30,         June 30,         Mar. 31,         Dec. 31,         Sep. 30,                 Sep. 30,
                       2009             2009             2009             2008             2008             2009             2008
                                             (Dollars in thousands, except per share data)
Net income
available to
common
shareholders (a)   $    225,187     $        450     $      5,157     $      2,084     $      5,732     $    230,794     $     20,878

Average total
shareholders'
equity             $    459,809     $    379,944     $    350,857     $    286,582     $    276,594     $    397,269     $    277,401
Less:
Average
Preferred stock         (78,221 )        (78,126 )        (78,038 )         (7,805 )              -          (78,129 )              -
Goodwill                (46,931 )        (28,261 )        (28,261 )        (28,261 )        (28,261 )        (46,931 )        (28,261 )
Intangible
assets                   (7,105 )           (465 )           (500 )         (1,002 )           (872 )         (7,105 )           (872 )
Average tangible
common equity
(b)                     327,552          273,092          244,058          249,514          247,461          265,104          248,268
Add back:
Average
preferred stock          78,221           78,126           78,038            7,805                0           78,129                0
Average tangible
shareholders'
equity (c)              405,773          351,218          322,096          257,319          247,461          343,233          248,268

Total
shareholders'
equity                  671,247          446,636          353,760          348,327          277,220          671,247          277,220
Less:
Preferred stock         (78,271 )        (78,173 )        (78,075 )        (78,019 )              -          (78,271 )              -
Goodwill                (46,931 )        (28,261 )        (28,261 )        (28,261 )        (28,261 )        (46,931 )        (28,261 )
Intangible
assets                   (7,105 )           (465 )           (500 )         (1,002 )           (872 )         (7,105 )           (872 )
Tangible common
equity (d)              538,940          339,737          246,924          241,045          248,087          538,940          248,087
Add back:
Preferred stock          78,271           78,173           78,075           78,019                0           78,271                0
Tangible
shareholders'
equity (e)              617,211          417,910          324,999          319,064          248,087          617,211          248,087

Total assets          7,259,902        3,783,353        3,809,196        3,699,142        3,511,676        7,259,902        3,511,676
Less:
Goodwill                (46,931 )        (28,261 )        (28,261 )        (28,261 )        (28,261 )        (46,931 )        (28,261 )
Intangible
assets                   (7,105 )           (465 )           (500 )         (1,002 )           (872 )         (7,105 )           (872 )
Ending tangible
assets (f)            7,205,866        3,754,627        3,780,435        3,669,879        3,482,543        7,205,866        3,482,543

Risk-weighted
assets (g)            4,020,401        3,076,042        2,951,721        2,878,548        2,800,753        4,020,401        2,800,753

Total average
assets                4,496,327        3,784,458        3,777,510        3,566,051        3,476,648        4,022,064        3,379,343
Less:
Goodwill                (46,931 )        (28,261 )        (28,261 )        (28,261 )        (28,261 )        (46,931 )        (28,261 )
Intangible
assets                   (7,105 )           (465 )           (500 )         (1,002 )           (872 )         (7,105 )           (872 )
Average tangible
assets (h)            4,442,291        3,755,732        3,748,749        3,536,788        3,447,515        3,968,028        3,350,210

Ending common
shares
outstanding (i)      51,431,422       51,434,346       37,474,422       37,481,201       37,476,607       51,431,422       37,476,607

Ratios
Return on
average
tangible
common
shareholders'
equity
(a)/(b) 272.75 % 0.66 % 8.57 % 3.32 % 9.21 % 116.40 % 11.23 % Ending tangible common equity as a percent of:
Ending
tangible
assets
(d)/(f) 7.48 % 9.06 % 6.54 % 6.57 % 7.13 % 7.48 % 7.13 % Risk-weighted assets
(d)/(g) 13.41 % 11.05 % 8.38 % 8.37 % 8.86 % 13.41 % 8.86 % Average tangible common equity as a percent of average tangible assets
(b)/(h) 7.37 % 7.27 % 6.51 % 7.05 % 7.18 % 6.68 % 7.41 % Tangible book value per common share
(d)/(i) $ 10.48 $ 6.61 $ 6.59 $ 6.43 $ 6.62 $ 10.48 $ 6.62 Ending tangible shareholders' equity to ending tangible assets
(e)/(f) 8.57 % 11.14 % 8.60 % 8.70 % 7.13 % 8.57 % 7.13 % Average tangible shareholders' equity to average tangible assets
(c)/(h) 9.13 % 9.35 % 8.59 % 7.28 % 7.18 % 8.65 % 7.41 %

First Financial Bancorp. does not intend for this Item 2.02 or Exhibits 99.1 or 99.2 to be treated as "filed" for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference into its filings under the Securities Act of 1933, as amended.

Item 9.01 Exhibits.

(c) Exhibits:

The following exhibit shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended.

2.1 Second Amendment to Purchase and Assumption Agreement

99.1 First Financial Bancorp. Press Release dated November 5, 2009.

99.2 First Financial Bancorp. November 6, 2009 Earnings Call slides.