Good morning and welcome to the First Financial Bancorp third quarter 2009 earnings conference call and webcast. All participants will in a listen-only mode. (Operator instructions) I'd now like to turn the conference over to Patti Forsythe, Investor Relations for First Financial Bancorp. Please go ahead?

Thank you, Amy. I would also like to thank everyone for joining us on today's call to discuss First Financial Bancorp's third quarter 2009 results. Joining me on today's call are Claude Davis, President and Chief Executive Officer of First Financial; and Frank Hall, Executive Vice President and Chief Financial Officer of First Financial. I would like to remind everyone that our discussion today may involve certain forward-looking-statements, which are not statements of historical fact. I would also like to mention that the news release we issued yesterday is located at the Investor Relations section of our Website at bankatfirst.com/Investor. An investor presentation that will be referenced on our call this morning is also located at our Web site. Our third quarter 2009 earnings release should be read in conjunction with the consolidated financial statements, notes and tables attached and in the First Financial Bancorp's Annual Report on Form 10-K for the year ended December 31, 2008. Management's analysis contains forward-looking-statements that are provided to assist in the understanding of anticipated future financial performance. However, such performance involves risks and uncertainties that may cause actual results to differ materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, management's ability to effectively execute its business plan, including management’s ability to effectively integrate recent acquisition; the risk that the strength of the US economy in general and the strength of the local economies in which First Financial conducts its operations may be different than expected; and the effects of, and changes in policies and laws of regulatory agencies, inflation, and interest rates. For a further discussion of certain factors that may cause such forward-looking statements to differ materially from actual results, please refer to our 2008 Form 10-K and other public documents that we have filed with the Securities and Exchange Commission. Those documents are available within the Investor Relations section of our Web site and also on the Securities and Exchange Commission's Web site at sec.gov. Please note that the content of this call contains time sensitive information that is accurate only as of today, Friday, November 06, 2009. I will now turn the call over to Claude Davis. Claude?

Thank you, Patti, and thank you to those joining the call today. This is a very exciting quarter for First Financial as we have announced the successful acquisition of two banking organizations with the assistance of the FDIC. Peoples Community Bank in greater Cincinnati and Irwin Union Bank in Indiana, both add substantial, strategic and financial value to our franchise. On July 31, 2009, we announced the Peoples Community Bank transaction, which adds approximately $566 million in assets and a net 16 new offices. We now have over 50 offices serving greater Cincinnati, an important market for our future and our headquarters’ market. On September 18, just 49 days ago, we acquired the banking operations of Irwin Union Bank and Trust, formerly headquartered in Columbus Indiana and Irwin Union Bank, F.S.B, formerly headquartered in Louisville, Kentucky. With these transactions, we added approximately $1.8 billion in loans at estimated fair value and approximately $2.5 billion in both consumer and commercial deposits. We also added 13 new offices in our primary Midwestern markets of Indiana and Kentucky and four new markets in Michigan. The strategic value of these transactions is tremendous. These are key metropolitan markets for our future success and ones where we had pre-existing plans for expansion. Frank will discuss some of the details surrounding the transactions, but as a result of the gain on the Irwin deal, we have increased our tangible book value by $3.87 per share, an increase of approximately 59% from the second quarter without any dilution to our existing shareholders. Also as a result of the transactions, we had significantly increased our earning asset, which in turn, increases our expected earnings, again, without diluting our existing shareholders. We continue to have strong capital ratios with our tangible common equity of 7.40% and total risk-based capital…

Thank you, Claude. I will discuss some of the details of our third-quarter performance and provide additional information about our FDIC assisted transactions. But first I would like to note some significant items in the quarter. As previously noted by Claude, the purchase accounting for the Irwin transactions resulted in an estimated $383 million pretax bargain purchase gain or negative goodwill as the fair value of the assets purchased exceeded the fair value of the liabilities assumed. The purchase accounting for the Peoples Community Bank resulted in positive goodwill of approximately $18.7 million. This amount is greater than originally projected due to the alignment of certain market-based assumptions apply to all acquired portfolios. As we discuss the acquisitions this quarter, I want to highlight the fact that the numbers presented are preliminary and subject to further review and refinement as we finalize the acquired portfolios with the FDIC, and continue to evaluate the assumptions used in estimating their fair values. These amounts will be subject to further review for up to one year. For the third quarter results, I will address the core elements of each performance category, excluding the effect of the acquisitions, and then highlight any impact of the acquisition on the category. I will then wrap up with some general guidance on our future performance. Net interest margin was a reported non-tax equivalent, 3.59% for the third quarter, down 1 basis point from the linked quarter. Our quarterly margin was negatively impacted by approximately 11 basis points due to the large cash balance received from the FDIC and the settlements from our assisted acquisitions. Overall, net interest income grew 20% as a direct result of the increase in earning assets in the quarter. Our balance sheet is expected to remain asset sensitive, and the pre-acquisition portfolio has…

Great. Thanks Frank. Amy, we are now ready to take questions.

(Operator instructions) Our first question comes from Scott Siefers at Sandler O'Neill. Scott Siefers -- Sandler O'Neill & Partners L.P.: Good morning, guys.

Hi, Scott. Scott Siefers -- Sandler O'Neill & Partners L.P.: I guess, Frank, maybe there was obviously some noise in the expense number. I wonder if you can quantify just, when you talk about some of the unusual expenses, if you’ll be able to quantify exactly what impact those had on the third quarter number?

Sure. I would just say, in a general sense, Scott, we view the core expense base to have been flat on a linked-quarter basis. So the variances that you're seeing are related to either Peoples integration work, acquisition activities, the related employment decisions that have been made as a result of that. So a fair amount of noise, but stripping all that away we really view our core expenses as having remained flat. Scott Siefers -- Sandler O'Neill & Partners L.P.: Okay. I guess, maybe in a little different way, are able to say how much of the total dollar value of expenses came from the new acquisitions?

Scott, are you talking about in terms of the increased costs that we would expect on a run rate basis? Scott Siefers -- Sandler O'Neill & Partners L.P.: No, just -- you had $46 million expense number this quarter, how much of that came from either Peoples or Irwin, the various transactions.

Right. Again, if you're looking at it relative to our previous quarters, which is where I’ve guided you to, our core expenses for the third quarter were relatively flat compared to our core expenses in previous quarters. Scott Siefers -- Sandler O'Neill & Partners L.P.: Okay, so basically all of them I guess.

Right. Scott Siefers -- Sandler O'Neill & Partners L.P.: Okay, perfect. I think that’s it from me. Thank you.

Thanks, Scott.

The next question comes from David Elkhart [ph] at Janney Montgomery Scott.

Hi, guys. How are you doing?

Good.

Good morning.

Looking at the loan portfolio, what percentage of loans are floating right now?

Let's see. The loan portfolio -- we are still asset sensitive on a combined basis and there wasn't too much of a shift in the acquired portfolios. I will get the final number for you here, but roughly 30% or so of the portfolio is still fixed rate and the rest would be variable. I’ll circle back with you on the tighter number there as I pull it out.

Okay. And in relation to the margin, do expect the amount of liquidity on the balance sheet to be maintained or where do you see that going forward?

This is Claude. On the liquid side, we expect the liquidity to decline. And as Frank referenced, we've seen some CD maturity and runoff on the part that we’ve repriced, especially in some of the Western markets. So we're using that liquidity to, in effect, delever the liability side related to the CD repricing, as well as we've paid off some short-term maturities on some of the borrowings that were disclosed in the release.

And circling back, the split that I gave you is correct. It's about a 60/40 split.

60/40? Okay. Switching over to asset quality, you talked about the commercial real estate portfolio a little bit in the release and on the call here. Could you get us some more granularity on exactly what you're seeing there going forward?

Sure. The commercial real estate is the area that causes us the most concern, and I think it's the area that is the most stressed. And as I described in my script, that is the area that we saw the non-performing asset increase. I think that's going to be the stressed area over the next, you call it, four to six quarters whatever it takes us to get through this difficult economic period. So that's the category we are watching the closest, and it's why we took what we believe to be an appropriate and significant additional reserve due to the significant recessionary impact of the commercial real estate downturn. Other areas continue to be stressed, although I would state with some of our C&I clients we have seen more a stabilization in the last quarter related to some of their revenue and performance metrics. So that's part has been more encouraging for us. But commercial real estate continued to be the stressed area, and I see that not just with the current economic --.

Okay. Same question related to the real estate construction portfolio. Are you seeing the stresses that you are with CRE there or what you are seeing?

Sure. We have watched the commercial real estate projects that stabilized, doing just fine. But clearly those areas where it’s residential development, land development -- construction projects that are reliant on lease -- we have a lot of construction business that are owner-occupied construction projects which are fine. It's more of those that require lease for some level of the tenant acquisition that is more challenged.

Okay. I’ll jump off here. I jump back on if I have more questions.

Okay. Thank you.

Thank you.

The next question comes from Eli Lilly [ph] of KBW. Eli Lilly -- Keefe, Bruyette & Woods: Good morning everyone.

Hi, Eli. Eli Lilly -- Keefe, Bruyette & Woods: I guess, maybe just a big picture question. I know you mentioned that you have the capacity and expertise to do more deals. Could you just elaborate on that a little bit in terms of what the timing might be on something like that, and also areas you would be interested in?

Sure. The timing issue is really open. I think a lot of that depends on when we are substantially complete with the Irwin integration. Obviously, right now just 49 days post that deal, we are still well in the midst of just doing the primary integration work and planning for the data conversion. So we have a lot more work to do there before we would be prepared to do another deal. But I would tell you, Eli, the Irwin integration has gone as well as I could have hoped. We are very pleased with the quality of the people that were part of that transaction. How they’ve embraced as an acquirer how the clients have responded to us. So far we are extremely happy with how that deal has gone. We’re also going to speak to the fact that we've done two large deals is that we are building an infrastructure and certain knowledge base around, what I would call, the intricacies of doing a deal with the FDIC which is good to work with them. They're very good to work with, but there are just certain details around that process that you don't know until you get into it. We are building infrastructure that’s dedicated to those deals that would allow us the ability to do more in the future. Where we would do them is really focused on the Midwest for similar to the strategic decisions we've made to exit the Western markets. We view ourselves as the Midwestern commercial bank and that's where we will focus. Eli Lilly -- Keefe, Bruyette & Woods: Okay. Related to that, I was wondering about the branches in Michigan, does that fit with the overall strategy?

We view Michigan as a part of the core of our Midwest strategy. Obviously it's new for us, so we are going to be working with those market presidents to understand those markets better, to look at what the market opportunities are. We are all aware as are they that the stress is in Michigan economy that we’ll want to understand better, and then we will evaluate it for really what are the growth opportunities in that marketplace. Eli Lilly -- Keefe, Bruyette & Woods: Okay. And maybe just one last question related to the sale of the Western branches. Could you just maybe talk a little bit about how that would work in terms of any gain? How that would relate to FDIC? What portion that goes to you?

Sure, Eli. This is Frank. Actually what we are contemplating for the Western states is not a sale. So what we've asked each of the market presidents to do is to find a local market president -- or excuse me, find a local financial institution that they want to work with to refer business. So we intend to close the offices but we intend to do it in a way that we are referring the existing business to a new financial institution. It is not a sale transaction. If the local financial institution, if found, is interested in any of the loans, we need to follow the guidelines as established by the FDIC as it relates to handling any type of a loan sale. So that's the intended approach there.

I would just add, Eli, to that, the reason for that is we don't see the value of being available in the marketplace today for a premium, or certainly a significant premium, and the resource constraint for us trying to sell individual multiple markets and go through related deconversions, negotiations of purchase agreements, etc., it's not a good use of our resources. So our focus is really to take care of the clients and the staff in those locations and have it be a seamless transition. Eli Lilly -- Keefe, Bruyette & Woods: Okay. That's great. Thanks guys.

The next question comes from Dennis Klaeser at Raymond James.

Good morning.

Hi, Dennis.

Good morning, Dennis.

I know you're cautious on giving us guidance on some of the key fundamentals. One, I'm wondering if you could talk to us a bit more about your net interest margin trends? And what are the key items that will add to or subtract from margin going forward, I guess in particular, the potential margin contribution for the new loan portfolio coming on.

Sure, Dennis, this is Frank. Our expectation for the margin is that there is expansion, even without the acquired portfolios our legacy portfolio was moving in that direction. The acquired portfolios, the attributes are somewhat similar to our legacy portfolio. So again, we do expect some expansion. I just don't want to guide on a number.

Okay, but in terms of the average yield on those loans relative to your existing portfolio, was it roughly in line with your portfolio? Or is it a higher yielding portfolio?

The yield on the acquired portfolio will actually be affected by the purchase accounting. So that's something that we will disclose in the future release, what the expected yields on those acquired portfolios is.

The coupon was comparable to slightly higher than our core portfolio.

That's right.

Previously I had expected your bargain purchase gain to be a little bit less, about $100 million less. So because that bargain purchase gain is much higher, I would expect that that go-forward yield on the acquired portfolio will be a bit more moderate than the previous expectation?

I don't know what your previous expectation was as far as the yield on the acquired portfolio. But given what you just described, yes, your model should yield a lower expected yield on that acquired portfolio.

That's something that we are still evaluating. It is it good strong profitable business. But we are obviously sensitive to any criticism around concentration there. So that's something that we are evaluating both as it relates to the capital that is allocated to that business and also the size of that loan portfolio relative to the total. But, as Claude mentioned, as we mentioned in the release, we actually acquired loans, participations from them in the past.

All right. What's the typical nature of the loan, is it a working capital loan for the franchisee? Or is it for them to purchase the franchise in the first place.

It can really be a combination of operating funds as well as the acquisition funds. Most importantly, regardless of the initial use, it’s based on the cash flow of the underlying franchise. That's the basis on which their underwriting decisions are made.

Sure. So is it a directly originated portfolio or is this indirect?

It is indirect.

In terms of the franchise brands, is there particular concentrations or groups of brands that you're doing business with?

It's limited to a select number, I think there are roughly 10 names that we’re actively lending to. So that is something that's considering in the underwriting and management portfolio overall is which referred to as concepts -- which concepts, the number of contents. And then as Claude mentioned the underwriting for the use. It typically goes to the borrowers that have multiple franchises and years of experience in the business.

Sorry, there's construction going above me. Well, that all from me. Thanks very much.

Thank you.

The next question comes from Justin Maurer at Lord Abbett.

Good morning guys.

Good morning.

Quickly on the NIM, Claude you said, the coupon is slightly higher at the acquired loans. I'm not trying to pin you down just kind of directionally. It should only be enhanced as the purchase discount accretes to the margin, right?

We will provide the details on the expected yields on those portfolios. It depends on the portfolio. Each portfolio is evaluated separately to determine the fair value. So I don't want to make any global statements about the expected yields there. But we will share that information in the future release.

Okay. But is there any reason why it wouldn't be that way. Is there an anecdote or something that you can say that this would be affected by a runoff and so on, but –

Right, I really wouldn't want to guide you at this point on specifics there.

Any guidepost as to asset and/or deposit runoff in terms of you think most of it will happen through this past quarter and coming quarter. How do you think about it, and structural liquidity surrounding them?

Sure. We’ve shared with you the size of the Western market, and as you might imagine, deposits will run off faster than the loan portfolios. We've got a dedicated team, established to service the Western market loans. But the deposit portfolios is where you are going to see the runoff occur at a faster pace. So that's in the $400 million plus and then the repricing of the CD portfolios will have some effect. So I want to be careful not to give you too much in specifics there. But I think we've provided some good information there that should give you a general sense.

The other portfolio we did reprice was the brokered CD portfolio, which we disclosed in the release and what that level was. So you would expect to see some runoff in that portfolio as well.

The loans potential obviously will be in stake here if you can't find anybody that take them off your hands, you obviously just going to service as they turn over?

Correct.

Good. You talked about the folks, kind of your swat team of people, setup to deal with the FDIC. Where did those folks come from? Are they all Irwin and Peoples? Just obviously with NPAs moving up a bit making sure that the attention stays focused on that stuff relative to all the work that you acquired on that acquisition?

One of the important decisions, we think, we made early on in this process was that the -- outside of the Chief Credit Officer who oversaw the broader piece of it, the staff that we had working on our legacy loan portfolio to both the Relationship Managers as well as our Regional Credit Officers who approve new credit, and then finally the special assets team. None of those individuals have been involved in the FDIC process. So we've kept them focused on the core legacy portfolio and the issues associated with that. The team that we've established on the credit side to manage the new portfolio of covered assets, if you will, is the combination of people that we've selected that were previously part of the First Financial team, as well as individuals that we interviewed and selected from Irwin as well as from the Peoples team. We may even add some that we recruit externally to that group as well. So it's been a combination, but we have separated staffs working on legacy portfolio from those working on the covered loan portfolios.

Then expenses -- I know this is also another tough area, is there a way, I hear what you're saying, you're giving us kind of the qualitative evidence of core is flat and all this stuff incremental. Is there a way to break that out, though, at end of the day we appreciate the color, but we are going to be taking your word for I guess in terms of seeing it on paper relative to just where the trends are going.

Sure. This is Frank. I would just again guide you to what our expectation is related to the efficiency ratio. And as we said previously, a part of the reason for our higher efficiency ratio is due largely to the, what we call, unused capacity that we had in the franchise. So where we’ve acquired is in our Midwestern strategic footprint. So we have, in essence, utilized that unused capacity. So we're able to service a much larger asset base without adding significant incremental costs. We think we are going to get to that 55% to 60%, efficiency ratio much faster now.

I mean is that – I know you guy don’t want to get pin down at all, but it’s so that you get a run rate at the end of 2010 --?

We will have the majority of the integration work complete in the first half of 2010, and the most significant piece of that is really marked by the data processing conversion. So that should, again, be completed in the first half of 2010.

Got you. Okay. Thanks a lot guys. Good luck.

Thanks.

Your next question comes from Ross Demmerle with Hilliard Lyons.

Good morning.

Hi, Ross.

The FDIC insurance expense this quarter, would that be based on deposits at June 30 or at September 30?

It would have been based on, I believe, June 30.

Okay, thanks. Do you have a figure for period-end earning assets, there are some unusual items in there, I am not – I guess trying to find out what the base components of the net interest margin is going to be.

So end of period loan balances were $4.9 billion, and end of period –

That is it.

Indemnification.

Indemnification? I am sorry. You said add the indemnification in there as well.

Correct.

Okay.

Okay. All right, thanks.

Our next question comes from Joe Steven [ph] at Steven Capital [ph].

Good morning, guys.

Hi, Joe.

Actually, my two final questions just got answered. I think you just gave us everything we needed to model about the great quarter. Way to go guys.

Thank you.

(Operator instructions) That concludes our question-and-answer session for today. I'd like to turn the conference back over to Mr. Claude Davis for any closing remarks.

Thanks, Amy. I just had few final comments that I would make. We are very excited by where we are as a company. We feel like the last 90 days to 120 days have presented us opportunities that we've been positioning ourselves for over the last four years. While we know that the legacy portfolio of credit is certainly more challenging right now, we feel like the strength of our balance sheet, and really improved strength of it and the improved earnings power gives us the ability to manage that with stable to improving core operating metrics. I think more importantly the three acquisitions have significantly expanded our franchise in strategic markets, have improved the earnings asset base in the low-risk fashion that's now covered 40% by the FDIC. With the future earnings power significantly improved, we feel very good about where we are as a company. Being able to do with these strategic initiatives without diluting our current shareholder base is what we are probably the most pleased with. So we appreciate the interest and the support today. We look forward to talking on future calls. Thank you.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.