FIRST FINANCIAL BANCORP /OH/
S-4, 1999-04-06
NATIONAL COMMERCIAL BANKS
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<PAGE>   1



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-4
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                            FIRST FINANCIAL BANCORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                           -------------------------


<TABLE>
<CAPTION>
<S>                                          <C>                                          <C>       
             OHIO                                      6711                                  31-1042001
(STATE OR OTHER JURISDICTION OF             (PRIMARY STANDARD INDUSTRIAL                    (IRS EMPLOYER
 INCORPORATION OR ORGANIZATION)              CLASSIFICATION CODE NUMBER)                   IDENTIFICATION NO.)
</TABLE>
                           -------------------------

                             THIRD AND HIGH STREETS
                              HAMILTON, OHIO 45011
                                 (513) 867-4700
               (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
        INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                           -------------------------

                                MICHAEL R. O'DELL
          SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
                            FIRST FINANCIAL BANCORP.
                             THIRD AND HIGH STREETS
                              HAMILTON, OHIO 45011
                                 (513) 867-4700
               (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
               NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                           -------------------------

                                   Copies to:
               NEIL GANULIN                           WALTER R. BYRNE, JR.
            FROST & JACOBS LLP                       REBECCA B. STEPHENSON
             2500 PNC CENTER                           STITES & HARBISON
          201 EAST FIFTH STREET                 250 WEST MAIN STREET, SUITE 2300
         CINCINNATI, OHIO 45202                 LEXINGTON, KENTUCKY  40507-1758
              (513) 651-6800                             (606) 226-2300
                           -------------------------

        Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
                           -------------------------


If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box: [ ]


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================

TITLE OF EACH CLASS OF                                PROPOSED MAXIMUM          PROPOSED MAXIMUM         AMOUNT OF
SECURITIES TO BE             AMOUNT TO BE             OFFERING PRICE PER        AGGREGATE OFFERING       REGISTRATION
REGISTERED                   REGISTERED               UNIT (1)                  PRICE (1)                FEE

- -----------------------------------------------------------------------------------------------------------------------
<S>                          <C>                      <C>                       <C>                      <C>   
Common Stock, no par value
                             1,222,650                N/A                       $11,800,000              $3,281
=======================================================================================================================
</TABLE>

(1)      ESTIMATED IN ACCORDANCE WITH RULE 457(f)(1) SOLELY FOR THE PURPOSE OF
         CALCULATING THE REGISTRATION FEE.

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
     DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
     SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
     REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
     SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION SHALL
     BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
     SECTION 8(a), MAY DETERMINE.
================================================================================

<PAGE>   2


                 FIRST FINANCIAL BANCORP. CROSS REFERENCE SHEET


<TABLE>
<CAPTION>
         FORM S-4 ITEM                                    PROXY STATEMENT CAPTION
         -------------                                    -----------------------
<S>                                                       <C>                                        
 1.      Forepart of Registration Statement and           Facing Page of Registration Statement; Cross Reference Sheet; Outside
         Outside Front Cover Page of Prospectus           Front Cover Page of Proxy Statement-Prospectus; Summary

 2.      Inside Front and Outside Back Cover Pages        Table of Contents; Where You Can Find More Information
         of Prospectus

 3.      Risk Factors, Ratio of Earnings to Fixed         Questions And Answers About The Merger; Summary; Summary of Selected
         Charges and Other Information                    Unaudited Consolidated Financial Data And Per Share Data; Risk
                                                          Factors; Comparative Market and Dividend Information; Principal
                                                          Shareholders and Ownership By Management

 4.      Terms of the Transaction                         Summary; The Merger; The Merger Agreement; Comparison of Common
                                                          Stock and Shareholders' Rights

 5.      Pro-forma Financial Information                  Pro-forma Unaudited Consolidated Balance Sheet; Pro-forma Unaudited
                                                          Consolidated Statements of Earnings

 6.      Material Contacts with the Company Being         Summary; The Merger; The Merger Agreement
         Acquired

 7.      Additional Information Required for              Not Applicable
         Reoffering by Persons and Parties Deemed to
         Be Underwriters

 8.      Interests of Named Experts and Counsel           Not Applicable

 9.      Disclosure of Commission Position on             Not Applicable
         Indemnification for Securities Act
         Liabilities

10.      Information with Respect to S-3 Registrants      Not Applicable

11.      Incorporation of Certain Information by          Not Applicable
         Reference

12.      Information with Respect to S-2 or S-3           Information About First Financial; Comparative Market And Dividend
         Registrants                                      Information; Where You Can Find More Information

13.      Incorporation of Certain Information by          Where You Can Find More Information
         Reference

14.      Information with Respect to Registrants          Not Applicable
         Other Than S-3 or S-2 Registrants

15.      Information with Respect to  S-3 Companies       Not Applicable

16.      Information with Respect to S-2 or  S-3          Not Applicable
         Companies

17.      Information with Respect to Companies Other      Information About the Business of Hebron Bancorp; Hebron Bancorp's
         than S-3 or S-2 Companies                        Consolidated Financial Statements; Management's Discussion and
                                                          Analysis of Financial Condition and Results of Operations of Hebron
                                                          Bancorp; Comparative Market and Dividend Information; Comparison of
                                                          Common Stock and Shareholders' Rights

18.      Information if Proxies, Consents or              Notice of Special Meeting of Shareholders; Summary; The Special
         Authorizations are to be Solicited               Meeting; The Merger; The Merger Agreement; Principal Shareholders
                                                          and Ownership By Management; Information About the Business of Hebron
                                                          Bancorp; Where You Can Find More Information

19.      Information if Proxies, Consents or              Not Applicable
         Authorizations are not to be Solicited or
         in an Exchange Offer
</TABLE>


<PAGE>   3


HEBRON BANCORP, INC.                                                           
- --------------------------------------------------------------------------------
                                                     2652 North Bend Road
                                                     Hebron, Kentucky 41048-0360
                                                     Phone:  (606) 689-4301
                                                     Fax:      (606) 334-4289

                  MERGER PROPOSED - YOUR VOTE IS VERY IMPORTANT

The Board of Directors of Hebron Bancorp, Inc. has approved a merger agreement
which will result in Hebron Bancorp merging into First Financial Bancorp. and
Hebron Deposit Bank becoming a wholly owned subsidiary of First Financial.
Before we can complete this merger, the merger agreement must be approved by
Hebron Bancorp shareholders.

First Financial is a bank holding company and savings and loan holding company
owning community banks and savings and loans in various communities in Ohio,
Indiana and Michigan. At December 31, 1998, First Financial had total assets of
approximately $2.9 billion, deposits of approximately $2.3 billion and
shareholders' equity of approximately $302 million.

We expect that, for each share of Hebron Bancorp common stock which you own just
before the merger, you will be entitled to receive 20.3775 shares of First
Financial common stock. This exchange ratio may change, however, under certain
circumstances as explained in the Summary in the accompanying Proxy
Statement-Prospectus. First Financial common stock trades on the NASDAQ National
Market (Symbol "FFBC"). Hebron Bancorp common stock does not trade on any stock
exchange or national market. You can obtain current stock prices for First
Financial from a newspaper, on the Internet or by calling your broker.

YOUR VOTE IS VERY IMPORTANT. Please take the time to vote, whether or not you
plan to attend the Hebron Bancorp special meeting of shareholders. If you sign,
date and mail your proxy card without indicating how you want to vote, we will
vote your proxy in favor of the merger. If you do not return your card, or if
you do not instruct your broker how to vote any shares held for you in "street"
name, the effect will be a vote against the merger.

The special meeting of shareholders will be: May __, 1999, ____ _.m. local time,
at the main office of Hebron Deposit Bank, 2652 North Bend Road, Hebron,
Kentucky.

This Proxy Statement-Prospectus provides you with detailed information about the
proposed merger. We encourage you to read it carefully.

We are very enthusiastic about the merger and the opportunity to become part of
First Financial. The Board of Directors of Hebron Bancorp unanimously recommends
that you vote FOR the merger agreement.

                                   Sincerely,



                                   Michael A. Conner
                                   Chairman of the Board of Directors and
                                   Chief Executive Officer

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

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
     COMMISSION HAS APPROVED THE SECURITIES TO BE ISSUED UNDER THIS PROXY
     STATEMENT-PROSPECTUS OR DETERMINED IF THIS PROXY STATEMENT-PROSPECTUS IS
     ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
     OFFENSE.
- --------------------------------------------------------------------------------

This Proxy Statement-Prospectus is dated April ___, 1999 and was first mailed to
shareholders on or about April __, 1999.


<PAGE>   4


                              HEBRON BANCORP, INC.
                              ---------------------

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                           TO BE HELD ON MAY __, 1999
                               ------------------

Hebron Bancorp, Inc. will hold a special meeting of shareholders at the main
office of Hebron Deposit Bank, 2652 North Bend Road, Hebron, Kentucky 41048, at
____ _.m. local time on May __, 1999 to vote on:

1.       The Plan and Agreement of Merger dated December 31, 1998 by and between
         First Financial Bancorp. and Hebron Bancorp, Inc. providing for the
         merger of Hebron Bancorp into First Financial with the result that
         Hebron Deposit Bank, a wholly owned subsidiary of Hebron Bancorp, will
         become a wholly owned subsidiary of First Financial.

2.       A proposal to permit the special meeting to be adjourned or postponed,
         in the discretion of the proxies, for the purpose, among others, of
         allowing additional time for the solicitation of votes to approve the
         merger agreement.

3.       Any other matters that properly come before the special meeting or any
         adjournment or postponement of the special meeting.

Hebron Bancorp stockholders at the close of business on April __, 1999 are
receiving notice of and may vote at the special meeting. The approval of the
Plan and Agreement of Merger requires the affirmative vote of at least a
majority of the outstanding shares of Hebron Bancorp common stock. Shareholders
of Hebron Bancorp entitled to vote at the special meeting are or may be entitled
to assert dissenters' rights under Title 271B, Subtitle 13 of the Kentucky
Revised Statutes, which is attached to this Proxy Statement-Prospectus as
Appendix C.

PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED
ENVELOPE PROMPTLY, whether or not you plan to attend the special meeting. If you
attend the special meeting, you may vote in person if you wish, even if you
previously returned your proxy card.



                          -------------------------------------------------
                          Stephen K. Dallas, Secretary

April ___, 1999

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF
THE PLAN AND AGREEMENT OF MERGER.

- --------------------------------------------------------------------------------
      PLEASE DO NOT SEND IN ANY STOCK CERTIFICATES AT THIS TIME. IF WE COMPLETE
      THE MERGER, WE WILL SEND YOU INSTRUCTIONS ON HOW TO EXCHANGE YOUR STOCK
      CERTIFICATES.
- --------------------------------------------------------------------------------


<PAGE>   5


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                            <C>
QUESTIONS AND ANSWERS ABOUT THE MERGER...........................................................................1

SUMMARY
         The Companies...........................................................................................4
         The Merger..............................................................................................4

SUMMARY OF SELECTED UNAUDITED CONSOLIDATED FINANCIAL DATA AND PER SHARE DATA.....................................8
NOTES TO SELECTED UNAUDITED CONSOLIDATED FINANCIAL DATA AND PER SHARE DATA......................................10

SUMMARY OF PRO-FORMA UNAUDITED CONSOLIDATED FINANCIAL INFORMATION...............................................11
PRO-FORMA UNAUDITED CONSOLIDATED BALANCE SHEET..................................................................12
PRO-FORMA UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS.........................................................13
NOTES TO THE PRO-FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS..............................................16

RISK FACTORS
         Risks Relating To The Merger...........................................................................18
         Post-Merger Risks......................................................................................19

THE SPECIAL MEETING
         Time And Place; Purpose................................................................................22
         Voting And Revocation Of Proxies.......................................................................22
         Solicitation Of Proxies................................................................................22
         Record Date And Voting Rights..........................................................................23

THE MERGER
         Background And Reasons For The Merger..................................................................24
         Opinion Of Financial Advisor To Hebron Bancorp.........................................................26
         Management Following The Merger........................................................................32
         Interest Of Certain Persons In The Merger..............................................................32
         Dissenters' Rights.....................................................................................34
         Federal Income Tax Consequences Of The Merger .........................................................38
         Accounting Treatment...................................................................................39
         Restrictions On Resale Of First Financial Common Stock.................................................40
         Regulatory Considerations .............................................................................41

THE MERGER AGREEMENT
         Structure Of The Merger ...............................................................................42
         Surrender Of Stock Certificates .......................................................................42
         Effective Time Of The Merger...........................................................................43
         Fractional Interests ..................................................................................43
         Conditions To Consummation Of The Merger...............................................................43
         Termination Of The Merger .............................................................................45
         First Financial Average Closing Price And Termination Of The Merger....................................46

INFORMATION ABOUT FIRST FINANCIAL
         Recent Developments....................................................................................48
         General ...............................................................................................49

INFORMATION ABOUT THE BUSINESS OF HEBRON BANCORP
         General................................................................................................50
         Competition............................................................................................50
         Regulation ............................................................................................51
         Properties ............................................................................................51
         Legal Proceedings......................................................................................51
         Certain Transactions With Hebron Bancorp...............................................................51

PRINCIPAL SHAREHOLDERS AND OWNERSHIP BY MANAGEMENT..............................................................52
</TABLE>


                                       i
<PAGE>   6


                          TABLE OF CONTENTS, CONTINUED

<TABLE>
<CAPTION>
<S>                                                                                                          <C>
COMPARATIVE MARKET AND DIVIDEND INFORMATION
         Nature of Trading Market...............................................................................53
         Dividends..............................................................................................54

COMPARISON OF COMMON STOCK AND SHAREHOLDERS' RIGHTS
         Authorized But Unissued Shares.........................................................................55
         Dividend Rights........................................................................................55
         Directors..............................................................................................56
         Quorum For Shareholders' Meetings......................................................................57
         Voting Rights..........................................................................................58
         Special Meetings.......................................................................................58
         Notice Of Shareholder Meetings.........................................................................58
         Preemptive Rights......................................................................................58
         Redemption And Assessment..............................................................................59
         75% Majority Vote Required.............................................................................59
         Informal Action By Shareholders........................................................................60
         Emergency By-Laws......................................................................................60
         Amendments To Articles And Regulations/By-Laws.........................................................60
         Provisions Affecting Business Combinations And Changes In Control......................................61
         First Financial Shareholder Rights Plan................................................................63
         Transfer Agent And Registrar...........................................................................63

ADJOURNMENT OF THE SPECIAL MEETING..............................................................................64

EXPERTS.........................................................................................................65

LEGAL MATTERS...................................................................................................65

WHERE YOU CAN FIND MORE INFORMATION.............................................................................66

SELECTED FINANCIAL DATA - HEBRON BANCORP, INC..................................................................F-1

HEBRON BANCORP, INC.--MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS......................................................F-2

HEBRON BANCORP, INC. CONSOLIDATED FINANCIAL STATEMENTS
         Report Of Independent Auditors....................................................................... F-18
         Consolidated Balance Sheets...........................................................................F-19
         Consolidated Statements Of Income.....................................................................F-20
         Consolidated Statements Of Comprehensive Income.......................................................F-21
         Consolidated Statements Of Stockholders' Equity.......................................................F-22
         Consolidated Statements Of Cash Flows.................................................................F-23
         Notes To Consolidated Financial Statements............................................................F-25

APPENDICES
         Plan and Agreement of Merger....................................................................Appendix A
         Fairness Opinion................................................................................Appendix B
         Kentucky Revised Statutes - Subtitle 13.  Dissenters' Rights....................................Appendix C
</TABLE>


                                       ii
<PAGE>   7


                     QUESTIONS AND ANSWERS ABOUT THE MERGER


Q:       WHY DO HEBRON BANCORP, INC. AND FIRST FINANCIAL BANCORP. WANT TO MERGE?

A:       Hebron Bancorp believes shareholder value will increase and that its
         customers will benefit through an affiliation with First Financial.
         This will be First Financial's first association with a bank located in
         Kentucky. The merger will expand First Financial's presence into a new
         market with a bank it believes has excellent potential for profitable
         growth.

Q.       WHAT CHANGES WILL I SEE IN HEBRON DEPOSIT BANK?

A:       Virtually none. Hebron Deposit Bank's name will not change and
         customers will continue to be served by the same employees and
         officers. The bank will continue to be guided by its present Board of
         Directors.

Q.       HOW WILL I BENEFIT?

A.       Hebron Bancorp's Board of Directors believes you will benefit from the
         financial terms of the merger and from the greater marketability and
         liquidity of First Financial's stock. It is actively traded on the
         Nasdaq National Market (common stock symbol: FFBC); Hebron Bancorp's
         stock is not actively traded.

Q.       WHAT WILL I RECEIVE FOR MY HEBRON BANCORP SHARES?

A.       You will receive 20.3775 shares of First Financial common stock for
         each share of Hebron Bancorp common stock which you own just before the
         merger. First Financial will not issue fractional shares. Instead, you
         will receive cash for any fractional shares, based on the average
         closing price of First Financial common stock, as described in the
         Merger Agreement. Based on the closing price of First Financial common
         stock on April __, 1999, the value of 20.3775 shares of First Financial
         common stock was $______. The number of shares of First Financial
         common stock to be received by Hebron Bancorp shareholders may increase
         if the market value of First Financial common stock decreases relative
         to a peer group of other financial institution holding companies. See
         the Plan and Agreement of Merger, incorporated as Appendix A in this
         Proxy Statement-Prospectus, for more information.

Q.       WHEN DO YOU EXPECT THE MERGER TO BE COMPLETED?

A.       We hope to complete the merger as soon as possible after the special
         meeting, assuming the required shareholder approval is obtained. The
         merger is also subject to required regulatory approvals and other
         conditions which must be met or waived before the merger can occur.
         Either Hebron Bancorp or First Financial may terminate the merger if it
         does not occur on or before July 31, 1999.


                                       1
<PAGE>   8

Q.       WHAT DO I DO NOW?

A.       After reviewing this document and the Merger Agreement, indicate on
         your proxy card how you want to vote, sign it and return it to us as
         soon as possible in the enclosed return envelope. You may attend the
         special shareholders' meeting and vote your shares in person rather
         than completing and returning your proxy card.

Q.       HOW WILL MY SHARES BE VOTED IF I RETURN A BLANK PROXY CARD?

A.       If you sign and return a proxy card and do not indicate how you wish to
         vote, your proxy will be voted in favor of the merger.

Q.       WHAT WILL HAPPEN IF I DON'T VOTE?

A.       If you do not return the proxy card or vote in person at the special
         meeting, it will have the same effect as if you voted "no." Please
         remember that the required vote of shareholders is based on the total
         number of outstanding shares and not the number of shares which are
         actually voted. For this reason, we encourage you to complete and
         return your proxy card.

Q.       WHAT IF I RETURN MY PROXY AND THEN CHANGE MY MIND?

A.       You may revoke your proxy at any time prior to its exercise by
         submitting a written notice of revocation, properly completing a proxy
         of later date, or by attending the special shareholders' meeting and
         voting in person. See "THE SPECIAL MEETING - Voting And Revocation of
         Proxies" for more information.

Q.       IF MY SHARES ARE HELD IN "STREET" NAME BY MY BROKER, WILL MY BROKER
         VOTE MY SHARES FOR ME?

A.       Your broker will request instructions from you as to how you wish your
         shares to be voted and will vote your shares according to your
         instructions.

Q.       SHOULD I SEND IN MY STOCK CERTIFICATES NOW?

A.       No. After the merger is completed, you will receive written
         instructions for exchanging your stock certificates.

Q.       WHAT RIGHTS DO I HAVE IF I DISSENT FROM THE MERGER?

A.       If you dissent from the merger and follow certain procedures described
         in Title 271B, Subtitle 13 of the Kentucky Revised Statutes, you will
         be entitled to receive the fair value of your Hebron Bancorp common
         stock in cash. See "THE MERGER - Dissenters' Rights" for information on
         dissenters' rights and how to exercise them. A copy of Subtitle 13 is
         included in this Proxy Statement - Prospectus as Appendix C.


                                       2
<PAGE>   9

Q.       WHAT ARE THE TAX CONSEQUENCES TO SHAREHOLDERS OF THE MERGER?

A.       We expect the exchange of Hebron Bancorp common stock for First
         Financial common stock to be tax free for federal income tax purposes.
         Hebron Bancorp shareholders will recognize income or gain, however, on
         cash received for fractional shares or for cash received as a result of
         perfected dissenters' rights. See "THE MERGER - Federal Income Tax
         Consequences Of The Merger" for more information concerning the tax
         consequences of the merger.

Q.       DO I NEED TO READ THE ENTIRE PROXY STATEMENT-PROSPECTUS, INCLUDING
         APPENDICES?

A.       Absolutely. Much of the Proxy Statement-Prospectus summarizes
         information set forth in greater detail elsewhere in the document or in
         the appendices to this document. Each summary is qualified in its
         entirety by reference to the document being summarized. For example,
         the summary of the Plan and Agreement of Merger contained in "THE
         MERGER AGREEMENT" is qualified in its entirety by reference to the full
         text of the Plan and Agreement of Merger, a copy of which is included
         in this Proxy Statement-Prospectus as Appendix A. If there are any
         differences, the information in the Plan and Agreement of Merger will
         control over the information in the summary. As a result, to fully
         understand the merger and your rights as a Hebron Bancorp shareholder,
         you will need to read carefully this entire document including
         appendices.

Q.       WHO CAN I CONTACT IF I HAVE MORE QUESTIONS ABOUT THE MERGER?

A.       If you have questions concerning the merger, please call Michael A.
         Conner, Chairman of the Board of Directors and Chief Executive Officer
         of Hebron Bancorp, at (606) 689-4301.


                                       3
<PAGE>   10


                                     SUMMARY

This summary highlights selected information from this document. It does not
contain all the information that is important to you. You should read this
entire document carefully. For additional information, see "Where You Can Find
More Information" (page 66).

We call this document a Proxy Statement-Prospectus. It is a Proxy Statement sent
by Hebron Bancorp to you and the other shareholders of Hebron Bancorp. It also
is a Prospectus of First Financial Bancorp. covering the shares of First
Financial common stock that you and the other shareholders of Hebron Bancorp
will receive if the merger is completed. These First Financial shares have been
registered with the Securities and Exchange Commission. Hebron Bancorp has
supplied the information in this document that relates to it, and First
Financial has supplied the information that relates to it.

THE COMPANIES (PAGES 48 AND 50)                                  

FIRST FINANCIAL BANCORP.                                         
300 High Street                                                  
P.O. Box 476                                                     
Hamilton, Ohio  45012-0476                                       
(513) 867-4700

First Financial is a bank holding company and savings and loan holding company
that, through its subsidiaries, provides a full range of banking services to its
customers located in selected communities in Ohio, Indiana and Michigan. First
Financial has 105 offices in those three states and at December 31, 1998 had
total assets of approximately $2.9 billion, deposits of approximately $2.3
billion and shareholders equity of approximately $302 million.

HEBRON BANCORP, INC.                                             
2652 North Bend Road                                             
Hebron, Kentucky  41048-0360                                     
(606) 689-4301                                                   

Hebron Bancorp is a one-bank holding company whose only subsidiary is a Kentucky
state chartered bank that operates in Hebron, Kentucky. Hebron Deposit Bank
offers a diversified selection of loan and investment products to its customers.
As of December 31, 1998, Hebron Bancorp had three offices located in Boone
County, Kentucky and assets of approximately $112 million, deposits of
approximately $96 million and shareholders' equity of approximately $11.8
million.

THE MERGER (PAGE 24)                                             

We propose a merger that will result in Hebron Bancorp being acquired by and
merged into First Financial. Hebron Bancorp's wholly owned subsidiary, Hebron
Deposit Bank, will become a wholly owned subsidiary of First Financial. We hope
to complete the merger by the end of July 1999. The Plan and Agreement of Merger
(the "Merger Agreement") is the document that governs the merger. We have
attached this agreement as Appendix A to this Proxy Statement-Prospectus, and we
encourage you to read it.

WHAT YOU WILL RECEIVE IN THE MERGER                              

The Merger Agreement provides that you will receive 20.3775 shares of First
Financial common stock for each share of Hebron Bancorp common stock that you
own just before the merger. Based on the closing price per share of First
Financial common stock on the Nasdaq National Market on April __, 1999, the
value of 20.3775 shares of First Financial common stock was $______.


In the event of a reorganization, recapitalization, reclassification, stock
dividend, stock split or other like changes in First Financial's capitalization,
the number of First Financial shares you have the right to receive will be
adjusted so as to give you the proportional adjustment of such event or action.

You will receive only whole shares of First Financial stock and cash in payment
for any fractional share. First Financial's stock trades on the Nasdaq National
Market under the symbol "FFBC". On April ____, 1999, the last reported sale of
First Financial common stock as reported on the Nasdaq National Market was
$_________ per share. You can obtain current stock price quotations for First
Financial common stock ("FFBC") from a newspaper, on the Internet or by calling
your broker.

The Hebron Bancorp common stock is not traded on an established public market.
Hebron Bancorp management is aware of only one sale of Hebron Bancorp common
stock since the holding company was formed in 1994, but does not know the price
at which the shares traded.

ADJUSTMENT TO MERGER CONSIDERATION IN THE EVENT OF A DECLINE IN FIRST FINANCIAL
STOCK PRICE
   
The Merger Agreement provides that Hebron Bancorp shareholders will receive
20.3775 shares of First Financial common stock for each share of Hebron Bancorp
common stock, unless First Financial's market price per share declines both
independently and relative to a peer group of financial institution holding
companies. If (a) the average closing price of First Financial common stock
falls below approximately $23.86 per share and (b) the HBI Ratio (the average
closing price divided by $28.0682) is less than the value of an index of
financial institution holding companies (the "Index Ratio"), Hebron Bancorp's
board of directors may elect to terminate the Merger Agreement. If Hebron
Bancorp's board elects to terminate the Merger Agreement and gives notice of its
termination of the Merger Agreement to First Financial as provided in the Merger
Agreement, First Financial will then have the option of increasing the number of
shares of First Financial common stock issued to Hebron Bancorp shareholders in
accordance with a formula set forth in the Merger Agreement. If First Financial
elects to increase the number of shares issued to Hebron Bancorp shareholders,
the Merger Agreement will not terminate and Hebron Bancorp shareholders will be
entitled to receive increased number of shares. If First Financial does not
agree to issue additional shares, the Merger Agreement will terminate
immediately. The Hebron Bancorp Board of Directors has not decided in advance
whether it would terminate the Merger Agreement if these declines occur.

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

                                       4
<PAGE>   11

- --------------------------------------------------------------------------------
REASONS FOR THE MERGER (PAGE 24)                                 

The Hebron Bancorp Board of Directors believes the merger will benefit both you
and Hebron Bancorp for a number of reasons, including:

1.       The financial terms of the merger.

2.       The opinion of Professional Bank Services, Inc. as to the fairness of
         the merger consideration from a financial perspective.

3.       First Financial's stock is actively traded on the Nasdaq National
         Market; Hebron Bancorp's stock is not actively traded.

4.       First Financial's offer is tax-free to Hebron Bancorp shareholders for
         federal income tax purposes, except for cash received for fractional
         shares and cash paid dissenting shareholders who exercise dissenters'
         rights.

5.       The banking philosophy of First Financial emphasizes community banking
         and autonomy of its subsidiaries; Hebron Deposit Bank will continue to
         operate as a separate subsidiary with minimal changes to employees.

The Board of Directors of Hebron Bancorp believes the reasons for the merger
must be viewed as a whole and did not assign any greater or lessor importance to
a specific reason.

THE SPECIAL MEETING OF SHAREHOLDERS (PAGE 22)                    

We will hold a special meeting of Hebron Bancorp shareholders at the main office
of Hebron Deposit Bank, 2652 North Bend Road, Hebron, Kentucky 41048, at ____
_.m. local time, on May __, 1999. At this meeting, we will ask you:

1.       To approve the Merger Agreement;

2.       To permit the special meeting to be adjourned or postponed for the
         purpose of allowing additional time for the solicitation of votes to
         approve the Merger Agreement, if necessary; and

3.       To act on any other matters that properly may be presented for a vote.
         Currently, we know of no other matters to be presented at the meeting.


OUR RECOMMENDATION (PAGE 24)                                             

The Board of Directors of Hebron Bancorp believes that the merger is fair to you
and in your best interests. The Board unanimously recommends that you vote "FOR"
approval of the Merger Agreement

RECORD DATE; VOTING POWER (PAGE 23)                                      

You may vote at the special meeting if you owned Hebron Bancorp shares as of the
close of business on May __, 1999. You will have one vote for each share of
Hebron Bancorp common stock owned on that date.

VOTING REQUIRED AND VOTING AGREEMENT (PAGE 23)                           

To approve the merger, Hebron Bancorp shareholders holding at least a majority
of the outstanding shares of Hebron Bancorp common stock must vote to approve
the Merger Agreement.

Together the directors and executive officers of Hebron Bancorp can vote 47.58%
of the shares entitled to vote at the special meeting. Based upon the unanimous
recommendations of the Board, we expect Hebron Bancorp's directors and officers
to vote all of their shares to approve the Merger Agreement.

Approval of the Plan and Agreement of Merger will also authorize the Hebron
Bancorp Board of Directors to exercise its discretion whether to proceed with
the merger in the event Hebron Bancorp has the right to terminate the Plan and
Agreement of Merger or, in the event of a substantial decline in the trading
price of First Financial common stock, agree to an adjustment to the terms of
the merger.

EXCHANGE OF CERTIFICATES (PAGE 42)                                       

If the merger is completed and if you do not dissent to the merger, your shares
of Hebron Bancorp common stock will be converted into shares of First Financial
common stock, and you will need to exchange your Hebron Bancorp stock
certificates for First Financial stock certificates.

If we complete the merger, we will send you detailed instructions on how to
exchange your stock certificates. Please do not send us any stock certificates
until you receive these instructions.

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





                                       5
<PAGE>   12

- -------------------------------------------------------------------------------
WHAT WE NEED TO DO TO COMPLETE THE MERGER                        
(PAGE 43)                                                        

The completion of the merger depends on a number of conditions being met. These
conditions are set forth in the Merger Agreement. Some of the conditions are:

1.       Hebron Bancorp shareholders must approve the Merger Agreement.

2.       Hebron Bancorp and First Financial must receive all required regulatory
         approvals and certain waiting periods required by law must have passed;

3.       There must be no governmental order blocking completion of the merger,
         and no governmental proceeding trying to block the merger;

4.       Hebron Bancorp and its shareholders and First Financial must receive
         legal opinions confirming that the merger will be treated as a
         reorganization for federal income tax purposes;

5.       Hebron Bancorp and First Financial must each receive a letter from its
         independent accountants stating that the merger will qualify for
         "pooling-of-interests" accounting treatment; and

6.       First Financial must register its shares to be issued to shareholders
         of Hebron Bancorp with the Securities and Exchange Commission and list
         these shares on the Nasdaq National Market.

Unless prohibited by law, the party entitled to assert the condition could waive
a condition to the merger that has not been satisfied and complete the merger
anyway.

We cannot be certain whether or when any of these conditions will be satisfied
or waived if permissible. We cannot be certain that we will complete the merger.

TERMINATION OF THE MERGER AGREEMENT (PAGE 45)                    

The two companies can agree at any time to terminate the Merger Agreement
without completing the merger, even if the Hebron Bancorp shareholders have
already approved the merger. Either company also can terminate the Merger
Agreement for a number of reasons, including:

1.       if any court or governmental body has issued a final order prohibiting
         the merger;

2.       if the merger is not completed by July 31, 1999;

3.       if the Hebron Bancorp shareholders do not approve the merger; or

4.       if the other company materially violates any of its representations,
         warranties or obligations under the Merger Agreement.

First Financial can terminate the Merger Agreement if the percentage of Hebron
Bancorp shares owned by shareholders who perfect dissenters' rights under
Kentucky law exceeds the percentage that would allow First Financial to account
for the merger as a pooling-of-interests.

Hebron Bancorp can terminate the Merger Agreement if:

1.       The average trading price of First Financial common stock drops below
         $23.857995 per share; and

2.       The ratio obtained by dividing First Financial's average trading price
         by $28.0682 is less than the specified ratio for a group of peer
         institutions; and

3.       First Financial chooses not to issue additional shares of common stock
         within the limits required by the Merger Agreement.

Either Hebron Bancorp or First Financial can terminate the Merger Agreement if
the average daily closing sales price of a First Financial share, as reported on
the Nasdaq National Market, for the 20 consecutive trading days (where at least
1,000 shares were traded) ending on the second trading day preceding the date of
consummation of the Merger is less than $20.00 per share.

FEDERAL INCOME TAX CONSEQUENCES (PAGE 38)                         

We expect that neither of the two companies nor the shareholders of Hebron
Bancorp will recognize any gain or loss for federal income tax purposes in the
merger, except in connection with any cash that Hebron Bancorp shareholders
receive instead of fractional shares or cash paid dissenting shareholders who
exercise dissenters' rights. Hebron Bancorp and its shareholders and First
Financial will each receive a legal opinion that this is the case. If First
Financial and Hebron Bancorp choose to close with a tax opinion prepared by
legal counsel, however, these opinions do not bind the Internal Revenue Service,
which could take a different view.

Determining the actual tax consequences of the merger to you as a taxpayer can
be complicated. The tax treatment will depend on your specific situation and on
many variables not within our control. You should consult your tax advisor for a
full understanding of the merger's tax consequences.

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




                                       6
<PAGE>   13

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

ACCOUNTING TREATMENT (PAGE 39)                                  

We expect the merger to qualify as a "pooling-of-interests," which means that,
for accounting and financial reporting purposes, First Financial will treat
Hebron Bancorp as if it had always been a part of First Financial.

OPINION OF FINANCIAL ADVISOR (PAGE 26)                          


Among the other factors considered in deciding to approve the merger, Hebron
Bancorp's Board of Directors considered the opinion of its financial advisor,
Professional Bank Services, Inc., that the consideration proposed to be received
by the shareholders of Hebron Bancorp under the terms of the Merger Agreement is
fair and equitable from a financial perspective. We have attached this opinion
to this Proxy Statement-Prospectus as Appendix B.

You should read the opinion carefully to understand the procedures followed,
assumptions made, matters considered and limitations on the review undertaken by
Professional Bank Services, Inc., in rendering its opinion.

MANAGEMENT OF FIRST FINANCIAL AFTER THE MERGER                  
(PAGE 32)                                                       

The current directors and executive officers of First Financial will remain
unchanged after the merger.

INTERESTS OF HEBRON BANCORP'S DIRECTORS AND EXECUTIVE OFFICERS  
IN THE MERGER (PAGE 32)                                         

Some directors and officers of Hebron Bancorp have interests in the merger that
are different from your interests. The Merger Agreement contains certain
provisions regarding the continuation or modification of benefits available to
employees of Hebron Bancorp. These modifications apply to all of Hebron
Bancorp's employees. The Board of Directors of Hebron Bancorp was aware of these
interests and took them into account in approving the Merger Agreement.

DIFFERENCES IN RIGHTS OF SHAREHOLDERS (PAGE 55)

The Kentucky Revised Statutes and Hebron Bancorp's Articles of Incorporation and
By-Laws currently govern your rights as a shareholder of Hebron Bancorp. First
Financial is an Ohio corporation and, if the merger is completed, the Ohio
General Corporation Law and First Financial's Articles of Incorporation and
Regulations will govern your shareholder rights.

DISSENTERS' RIGHTS (PAGE 34)                                         

Kentucky law permits holders of Hebron Bancorp common stock to dissent from the
merger and, if the parties do not agree on the fair value of Hebron Bancorp
common stock, to have the fair value of their stock determined by a court and
paid to them in cash. To do this, holders of dissenting shares must follow
required procedures, including filing notices with us and either abstaining or
voting against the merger. If you dissent from the merger and follow the
required procedures, your shares of Hebron Bancorp common stock will not become
shares of First Financial common stock. Instead, your only right will be to
receive the fair value of your shares in cash. We have attached the applicable
provisions of Kentucky law related to dissenters' rights to this Proxy
Statement-Prospectus as Appendix C.

REGULATORY APPROVALS (PAGE 41)                                       

We cannot complete the merger until the proposed transaction receives the
approval of the Federal Reserve Board and 15 days expire after the receipt of
such approval. Such 15-day period will become a 30-day period, however, if the
United States Department of Justice issues an adverse comment relating to
competitive factors. In addition, the merger is also subject to approval by the
Kentucky Department of Financial Institutions.


RECENT DEVELOPMENTS (PAGE 48)                                        

First Financial signed a plan and agreement of merger with Sand Ridge Financial
Corporation ("Sand Ridge Financial") on December 16, 1998. Shareholders of Sand
Ridge Financial will receive 85.25 shares of First Financial common stock for
each share of Sand Ridge Financial stock. After the merger, Sand Ridge Bank,
Sand Ridge Financial's only subsidiary, will become a wholly owned subsidiary of
First Financial. Subject to numerous conditions, including shareholder and
regulatory approval, the completion of this merger is not certain.
- --------------------------------------------------------------------------------




                                       7
<PAGE>   14



  SUMMARY OF SELECTED UNAUDITED CONSOLIDATED FINANCIAL DATA AND PER SHARE DATA


<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                              --------------------------------------------------------------------------------
                                                      1998             1997            1996            1995             1994
                                                      ----             ----            ----            ----              ----
                                                             (Dollars in thousands, except per share data)
<S>                                             <C>              <C>              <C>              <C>              <C>         
SAND RIDGE FINANCIAL CORPORATION
(HISTORICAL)
  Net earnings (A)                              $      5,448     $      4,993     $      4,884     $      4,158     $      3,639
  Total assets (period end)                          557,173          456,094          416,544          393,138          363,566
  Long-term borrowings (period end)                   13,712            4,686            3,500                0                0
  Net earnings per common share - basic (A) (1)        90.80            83.21            81.39            69.30            60.66
  Net earnings per common share - diluted              90.80            83.21            81.39            69.30            60.66
  (A) (1)
  Dividends declared per share                         18.00            17.00            16.00            15.00            14.00
  Book value per share (period end) (2)               742.21           661.34           576.49           516.70           404.64
  Average shares outstanding (B)                      60,000           60,000           60,000           60,000           60,000
  Shares outstanding (period end) (B)                 60,000           60,000           60,000           60,000           60,000

HEBRON BANCORP, INC. (HISTORICAL)
  Net earnings (A)                                     1,419            1,531            1,263            1,027              816
  Total assets (period end)                          111,658           99,114           96,017           90,844           82,063
  Long-term borrowings (period end)                    1,730            1,127            1,194            1,260            1,320
  Net earnings per common share - basic (A) (1)        24.24            26.17            21.59            17.56            13.95
  Net earnings per common share - diluted              24.24            26.17            21.59            17.56            13.95
  (A) (1)
  Dividends declared per share                          5.50             5.00             4.00             2.50             2.20
  Book value per share (period end) (2)               196.65           176.36           152.21           134.24           120.50
  Average shares outstanding (B) (4)                  58,533           58,500           58,500           58,500           58,500
  Shares outstanding (period end) (B) (4)             60,000           58,500           58,500           58,500           58,500

FIRST FINANCIAL (HISTORICAL)
  Net earnings (A)                              $     44,106     $     40,308     $     33,940     $     31,789     $     28,173
  Total assets (period end)                        2,871,104        2,636,111        2,261,711        2,103,375        1,922,643
  Long-term borrowings (period end)                  105,335           41,054            6,506            2,820                0
  Net earnings per common share - basic (A) (1)         1.21             1.11             0.96             0.95             0.87
  Net earnings per common share - diluted               1.21             1.10             0.96             0.95             0.86
  (A) (1)
  Dividends declared per share (3)                      0.57             0.52             0.46             0.41             0.37
  Book value per share (period end) (2)                 8.34             7.86             7.27             6.76             5.99
  Average shares outstanding (B) (5)              36,375,686       36,402,415       35,359,522       33,243,500       32,505,024
  Shares outstanding (period end) (B) (5)         36,201,700       36,424,937       35,578,513       34,641,729       32,488,579
</TABLE>

- --------------------
See Notes to Selected Unaudited Consolidated Financial Data and Per Share Data
on page 10.

                                       8
<PAGE>   15


 SUMMARY OF SELECTED UNAUDITED CONSOLIDATED FINANCIAL DATA AND PER SHARE DATA,
                                   CONTINUED


<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31,
                                                      1998          1997           1996          1995          1994
                                                      ----          ----           ----          ----          ----
                                                           (Dollars in thousands, except per share data)
<S>                                              <C>           <C>            <C>           <C>           <C>      
PRO-FORMA FIRST FINANCIAL, SAND RIDGE
FINANCIAL CORPORATION &  HEBRON BANCORP,
INC.  (6)
  Net earnings (A)                               $  50,973     $  46,832      $  40,087     $  36,974     $  32,628
  Net earnings per common share - basic (A)                                                                        
   (1)                                                1.19          1.10           0.96          0.93          0.84
  Net earnings per common share - diluted                                                                          
   (A) (1)                                            1.19          1.09           0.96          0.93          0.83
   Dividends declared per share - First                                                                            
   Financial                                          0.57          0.52           0.46          0.41          0.37
  Book value per share (period end) (2)               8.42          7.86           7.21          6.66          5.82
  Average shares outstanding (B)                42,713,336    42,740,065     41,697,172    39,581,150    38,842,674
  Shares outstanding (period end) (B)           42,539,350    42,762,587     41,916,163    40,979,379    38,826,229

PRO-FORMA HEBRON BANCORP., INC. ONE SHARE
EQUIVALENT ASSUMING MERGER OF FIRST
FINANCIAL, SAND RIDGE FINANCIAL & HEBRON
BANCORP AND 20.3775 EXCHANGE RATIO (7)
  Net earnings per common share - basic (A)                                                                        
   (1)                                             $ 24.25       $ 22.42        $ 19.56       $ 18.95       $ 17.12
  Net earnings per common share - diluted                                                                          
   (A) (1)                                           24.25         22.21          19.56         18.95         16.91
  Dividends declared per share                       11.62         10.60           9.37          8.35          7.54
  Book value per share                              171.58        160.17         146.92        135.71        118.60
</TABLE>

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

(A) Before cumulative effect of changes in accounting principles.
(B) Average and period end shares outstanding are not rounded to the nearest
    thousand.

See Notes to Selected Unaudited Consolidated Financial Data and Per Share Data
on page 10.


                                       9
<PAGE>   16






NOTES TO SELECTED UNAUDITED CONSOLIDATED FINANCIAL DATA AND PER SHARE DATA
- --------------------------------------------------------------------------

(1)      Net earnings per common share - basic is calculated by dividing net
         earnings for the period by the average number of common shares
         outstanding for the period. Net earnings per common share - diluted for
         First Financial includes the assumed exercise of outstanding stock
         options. Sand Ridge Financial and Hebron Bancorp do not have any
         potentially dilutive instruments outstanding.

(2)      Book value per share is calculated by dividing total shareholders'
         equity at the end of the period by the number of shares outstanding at
         the end of the period.

(3)      Dividend information on First Financial's subsidiaries, which have
         merged with First Financial under the pooling-of-interests method after
         January 1, 1994, has not been recalculated or added to First
         Financial's historical dividend information. First Financial has
         adjusted historical information to reflect the issuance of stock splits
         and dividends.

(4)      Hebron Bancorp owned 97.5% of the outstanding stock of Hebron Deposit
         Bank at December 31, 1997, 1996, 1995, and 1994. As of December 31,
         1998, the minority shareholders of Hebron Deposit Bank had traded their
         bank stock for shares of Hebron Bancorp, thereby increasing the total
         outstanding stock of Hebron Bancorp to 60,000 shares and making Hebron
         Deposit Bank a wholly owned subsidiary of Hebron Bancorp. The pro-forma
         financial data assumes 60,000 shares of Hebron Bancorp were outstanding
         at January 1, 1994.

(5)      The shares outstanding data for First Financial has been adjusted to
         reflect treasury stock transactions.

(6)      The PRO-FORMA FIRST FINANCIAL, SAND RIDGE FINANCIAL CORPORATION &
         HEBRON BANCORP, INC. reflects the combined results of First Financial,
         Sand Ridge Financial and Hebron Bancorp, Inc. after giving effect to
         the pooling-of-interests method of accounting. For illustrative
         purposes, the combined results assume the merger was consummated on
         January 1, 1994.

         The per share data, average shares outstanding and shares outstanding
         (period end) were calculated assuming the issuance of 5,115,000 shares
         of First Financial common stock for all outstanding shares of Sand
         Ridge Financial and the issuance of 1,222,650 shares of First Financial
         common stock for all outstanding shares of Hebron Bancorp, Inc.

(7)      Upon consummation of the Merger, each Hebron Bancorp shareholder will
         be entitled to receive First Financial shares equal to the total number
         of shares of Hebron Bancorp common stock owned by such shareholder
         multiplied by the Exchange Ratio. The Exchange Ratio will be
         appropriately adjusted in the event of the subdivision or split of the
         outstanding First Financial common stock, a capital reorganization, or
         a reclassification or recapitalization affecting First Financial common
         stock.

         Since the Exchange Ratio is not determinable at the printing of this
         Proxy Statement-Prospectus, the one share equivalent pro-forma net
         earnings, dividends and book value per share for Hebron Bancorp were
         calculated assuming an Exchange Ratio of 20.3775 shares and are shown
         for illustrative purposes only.


                                       10
<PAGE>   17


        SUMMARY OF PRO-FORMA UNAUDITED CONSOLIDATED FINANCIAL INFORMATION

         The following pro-forma unaudited consolidated balance sheet as of
December 31, 1998 and the pro-forma unaudited consolidated statements of
earnings for the years ended December 31, 1998, 1997 and 1996 indicate the
pro-forma effects of the mergers of Hebron Bancorp and Sand Ridge Financial into
First Financial and the issuance of shares of First Financial common stock in
exchange for all of the outstanding shares of Hebron Bancorp and Sand Ridge
Financial common stock using the pooling-of-interests method of accounting. Each
share of Hebron Bancorp common stock and Sand Ridge Financial common stock will
be canceled and extinguished in consideration and exchange for a number of
shares of First Financial common stock equal to their respective exchange
ratios. The pro-forma information has been calculated assuming the issuance of
5,115,000 shares of First Financial common stock for Sand Ridge Financial common
stock and the issuance of 1,222,650 shares of First Financial common stock for
Hebron Bancorp common stock. These are the aggregate number of shares to be
issued according to the respective merger agreements, assuming no adjustments
are required.

         The pro-forma information for First Financial and Sand Ridge Financial
is based on their historical financial statements, giving effect to the
accounting method proposed and the assumptions and adjustments in the
accompanying notes to the pro-forma financial statements. Hebron Bancorp uses a
June 30 fiscal year for audit purposes. For purposes of the pro-forma unaudited
consolidated financial statements, the statements of earnings have been adjusted
to reflect the years ended December 31. Even though Hebron Bancorp uses a June
30 fiscal year for reporting purposes, its internal books and records are
maintained on a calendar year basis. Hebron Bancorp's internal financial
statements were therefore used for the pro-forma financial information on the
following pages.

         These pro-forma unaudited statements are presented for illustrative
purposes only and may not be indicative of the results that actually would have
occurred if the combination had been in effect on the dates indicated or which
may be obtained in the future. The pro-forma unaudited financial statements
should be read in conjunction with the audited and unaudited financial
statements and related notes set forth or incorporated by reference in this
Proxy Statement-Prospectus.



                                       11
<PAGE>   18


                 PRO-FORMA UNAUDITED CONSOLIDATED BALANCE SHEET
                              AT DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                          First         Sand Ridge        Hebron     Consolidated
                                        Financial        Financial       Bancorp       Pro-forma
                                        ---------        ---------       -------       ---------
                                                             (Dollars in thousands)
<S>                                  <C>              <C>             <C>             <C>        
ASSETS
Cash and due from banks              $   136,489      $    25,223     $     2,788     $   164,500
Interest-bearing
  deposits with other
  banks                                    2,498              100               0           2,598
Federal funds sold and
  securities purchased
  under agreements to
  resell                                   4,921                0           3,733           8,654
Investment securities                    348,095          205,623          33,927         587,645
Loans, net of unearned
  income and allowance
  for loan losses                      2,237,189          313,614          68,543       2,619,346
Premises and equipment                    50,902            6,077           1,127          58,106
Accrued interest and
  other assets                            91,010            6,536           1,540          99,086
                                     ===========      ===========     ===========     ===========
TOTAL ASSETS                         $ 2,871,104      $   557,173     $   111,658     $ 3,539,935
                                     ===========      ===========     ===========     ===========

LIABILITIES
Deposits                             $ 2,326,596      $   449,102     $    96,369     $ 2,872,067
Short term borrowings                    109,363           44,419           1,282         155,064
Long term borrowings                     105,335           13,712           1,730         120,777
Accrued interest and
  other liabilities                       27,877            5,407             478          33,762
                                     -----------      -----------     -----------     -----------
TOTAL LIABILITIES                      2,569,171          512,640          99,859       3,181,670

SHAREHOLDERS' EQUITY
Common stock                             298,285              600(B)          120(D)      306,709
Surplus                                        0            4,600(B)        3,104(D)            0
Retained earnings                          5,366           36,411           8,383          50,160
Accumulated comprehensive income           1,835            2,922             192           4,949
Restricted stock awards                     (408)               0               0            (408)
Treasury stock, at cost                   (3,145)               0               0          (3,145)
                                     -----------      -----------     -----------     -----------
                                                                                                      
TOTAL SHAREHOLDERS
  EQUITY                                 301,933           44,533          11,799         358,265
                                      -----------      -----------     -----------     -----------
TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY               $ 2,871,104      $   557,173     $   111,658     $ 3,539,935
                                     ===========      ===========     ===========     ===========
</TABLE>

- --------------------
See Notes to the Pro-forma Unaudited Consolidated Financial Statements on page
16.


                                       12
<PAGE>   19


             PRO-FORMA UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS
                      FOR THE YEAR ENDED DECEMBER 31, 1998


<TABLE>
<CAPTION>
                                      First         Sand Ridge       Hebron        Consolidated
                                    Financial       Financial        Bancorp        Pro-forma
                                    ---------       ---------        -------        ---------
                                          (Dollars in thousands, except per share data)
<S>                               <C>             <C>             <C>             <C>        
INTEREST INCOME:
  Loans, including fees           $   193,924     $    24,295     $     6,344     $   224,563
  Investment securities                24,897          10,898           1,315          37,110
  Other                                   690             149             254           1,093
                                  -----------     -----------     -----------     -----------
  Total interest income               219,511          35,342           7,913         262,766

INTEREST EXPENSE:
  Deposits                             80,282          16,556           3,752         100,590
  Short-term borrowings                 4,204             597              76           4,877
  Long-term borrowings                  3,961             898             108           4,967
                                  -----------     -----------     -----------     -----------
  Total interest expense               88,447          18,051           3,936         110,434
                                  -----------     -----------     -----------     -----------
                                                                                                  
  Net interest income                 131,064          17,291           3,977         152,332
  Provision for loan
    Losses                              6,077           2,050             120           8,247
                                  -----------     -----------     -----------     -----------
  Net interest income
    after provision for
    loan losses                       124,987          15,241           3,857         144,085
NONINTEREST INCOME                     34,341           4,533             545          39,419
NONINTEREST EXPENSES                   92,739          12,681           2,431         107,851
                                  -----------     -----------     -----------     -----------
INCOME BEFORE INCOME
  TAXES                                66,589           7,093           1,971          75,653
Income tax expense                     22,483           1,645             552          24,680
                                  -----------      -----------     -----------     -----------
NET EARNINGS                      $    44,106     $     5,448     $     1,419     $    50,973
                                  ===========     ===========     ===========     ===========

NET EARNINGS PER COMMON SHARE
  Basic                           $      1.21     $     90.80          $24.24     $      1.19
                                  ===========     ===========     ===========     ===========
  Diluted                         $      1.21     $     90.80     $     24.24     $      1.19
                                  ===========     ===========     ===========     ===========

AVERAGE SHARES
  OUTSTANDING                      36,375,686          60,000(A)       58,533(C)   42,713,336
                                  ===========     ===========     ===========     ===========
</TABLE>

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

See Notes to the Pro-forma Unaudited Consolidated Financial Statements on page
16.



                                       13
<PAGE>   20


             PRO-FORMA UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS
                      FOR THE YEAR ENDED DECEMBER 31, 1997


<TABLE>
<CAPTION>
                                                  First        Sand Ridge      Hebron       Consolidated
                                                Financial      Financial       Bancorp        Pro-forma
                                                ---------      ---------       -------        ---------
                                                       (Dollars in thousands, except per share data)
<S>                                            <C>            <C>            <C>            <C>       
INTEREST INCOME:
  Loans, including fees                        $  166,336     $   22,642     $    6,443     $  195,421
  Investment securities                            24,997          8,498          1,180         34,675
  Other                                               852            982            146          1,980
                                               ----------     ----------     ----------     ----------
  Total interest income                           192,185         32,122          7,769        232,076

INTEREST EXPENSE:
  Deposits                                         70,311         15,719          3,273         89,303
  Short-term borrowings                             5,518             69            133          5,720
  Long-term borrowings                              1,004            469             80          1,553
                                               ----------     ----------     ----------     ----------
  Total interest expense                           76,833         16,257          3,486         96,576
                                               ----------     ----------     ----------     ----------
  Net interest income                             115,352         15,865          4,283        135,500
  Provision for loan
    losses                                          4,736          1,800            120          6,656
                                               ----------     ----------     ----------     ----------
  Net interest income
    after provision for
    loan losses                                   110,616         14,065          4,163        128,844
NONINTEREST INCOME                                 26,977          3,851            384         31,212
NONINTEREST EXPENSES                               77,677         11,229          2,323         91,229
                                               ----------     ----------     ----------     ----------
INCOME BEFORE INCOME
  TAXES                                            59,916          6,687          2,224         68,827
Income tax expense                                 19,608          1,694            693         21,995
                                               -----------    -----------    ----------     ----------

NET EARNINGS                                   $   40,308     $    4,993     $    1,531     $   46,832
                                               ==========     ==========     ==========     ==========

NET EARNINGS PER COMMON SHARE
  Basic                                        $     1.11     $    83.21     $    26.17     $     1.10
                                               ==========     ==========     ==========     ==========
  Diluted                                      $     1.10     $    83.21     $    26.17     $     1.09
                                               ==========     ==========     ==========     ==========

AVERAGE SHARES    
OUTSTANDING                                    36,402,415         60,000(A)      58,500(C)  42,740,065
                                               ==========     ==========     ==========     ==========
</TABLE>

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

See Notes to the Pro-forma Unaudited Consolidated Financial Statements on page
16.





                                       14
<PAGE>   21


             PRO-FORMA UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS
                      FOR THE YEAR ENDED DECEMBER 31, 1996



<TABLE>
<CAPTION>
                                              First        Sand Ridge       Hebron      Consolidated
                                            Financial      Financial        Bancorp      Pro-forma
                                            ---------      ---------        -------      ---------
                                                   (Dollars in thousands, except per share data)
<S>                                        <C>            <C>            <C>            <C>       
INTEREST INCOME:
  Loans, including fees                    $  144,941     $   21,149     $    5,707     $  171,797
  Investment securities                        25,377          7,448          1,474         34,299
  Other                                           957            335            151          1,443
                                           ----------     ----------     ----------     ----------
  Total interest income                       171,275         28,932          7,332        207,539

INTEREST EXPENSE:
  Deposits                                     65,907         14,052          3,419         83,378
  Short-term borrowings                         3,521            271            148          3,940
  Long-term borrowings                            279            149             81            509
                                           ----------     ----------     ----------     ----------
  Total interest expense                       69,707         14,472          3,648         87,827
                                           ----------     ----------     ----------     ----------
  Net interest income                         101,568         14,460          3,684        119,712
  Provision for loan
    losses                                      3,433          1,440            156          5,029
                                           ----------     ----------     ----------     ----------
  Net interest income
    after provision for
    loan losses                                98,135         13,020          3,528        114,683
NONINTEREST INCOME                             22,097          3,277            373         25,747
NONINTEREST EXPENSES                           71,261          9,499          2,057         82,817
                                           ----------     ----------     ----------     ----------
INCOME BEFORE INCOME
  TAXES                                        48,971          6,798          1,844         57,613
Income tax expense                             15,031          1,914            581         17,526
                                           ----------     ----------     -----------     ---------

NET EARNINGS                               $   33,940     $    4,884     $    1,263     $   40,087
                                           ==========     ==========     ==========     ==========

NET EARNINGS PER COMMON SHARE
  Basic                                    $     0.96     $    81.39     $    21.59     $     0.96
                                           ==========     ==========     ==========     ==========
  Diluted                                  $     0.96     $    81.39     $    21.59     $     0.96
                                           ==========     ==========     ==========     ==========

AVERAGE SHARES OUTSTANDING
                                           35,359,522         60,000(A)      58,500(C)  41,697,172
                                           ==========     ==========     ==========     ==========
</TABLE>

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

See Notes to the Pro-forma Unaudited Consolidated Financial Statements on page
16.



                                       15
<PAGE>   22


       NOTES TO THE PRO-FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


General
- -------

         Reclassification of information has been made at times to provide
consistency in the presentation of financial information for the corporations
involved. These reclassifications are not material in nature and had no effect
on net earnings.

         Listed below are certain costs that are directly attributable to the
Merger with Hebron Bancorp and some of these can reasonably be expected to be
included in the expenses of First Financial during the next 12 months. At March
31, 1999, approximately $46,000 of the costs listed below have already been paid
and expensed by Hebron Bancorp. Those costs not previously paid were not
considered in the preparation of the Pro-forma Unaudited Consolidated Financial
Statements.

<TABLE>
<CAPTION>
     Classification                                    Amount
     --------------                                    ------
                     (Dollars in thousands)
<S>                                                     <C> 
     Legal                                              $ 80
     Accounting                                           50
     Financial advisor                                   283
     Regulatory filing fees                                6
     Other                                                22
                                                          --
     Total                                              $441
                                                        ====
</TABLE>


(A)      First Financial is offering to exchange an aggregate total of 5,115,000
         shares of First Financial common stock for outstanding shares of Sand
         Ridge Financial common stock. The exact number of First Financial
         shares to be issued for each share of Sand Ridge Financial common stock
         will be calculated by dividing 5,115,000 by the aggregate number of
         shares of Sand Ridge Financial common stock issued and outstanding
         immediately prior to the consummation date of the Merger. The Exchange
         Ratio will be appropriately adjusted in the event of the subdivision or
         split of the outstanding First Financial common stock, a capital
         reorganization, or a reclassification or recapitalization affecting
         First Financial common stock.

         If the Merger was consummated on April __, 1999, the Exchange Ratio
         would be 85.25 shares of First Financial common stock for each share of
         Sand Ridge Financial common stock.

(B)      First Financial common stock and Sand Ridge Financial common stock do
         not have par values. Sand Ridge Financial common stock, however, has a
         stated value of $10.00 per share, while First Financial common stock
         does not have a stated value. Since First Financial common stock does
         not have a stated value, its capital accounts do not include an
         "additional paid-in capital" or "surplus" account. As a result, Sand
         Ridge Financial's additional paid in capital was transferred to its
         "common stock" account in the "consolidated pro-forma" column, as shown
         in the table below:

<TABLE>
<CAPTION>
                                                       Sand Ridge    Transfer   Sand Ridge
                                                       Financial      from      Financial
                                                        Actual       Surplus    Pro-forma
                                                        ------       -------    ---------
                                                               (Dollars in thousands)
<S>                                                     <C>         <C>          <C>    
                     Common stock                       $   600     $ 4,600      $ 5,200
                     Surplus                              4,600      (4,600)           0
                                                        -------     -------      -------
                     Total common stock and surplus     $ 5,200     $     0      $ 5,200
                                                        =======     =======      =======
</TABLE>


                                       16
<PAGE>   23


         The consolidated pro-forma shareholders' equity per share was
         calculated assuming the issuance of 5,115,000 shares of First Financial
         common stock for Sand Ridge Financial common stock and the issuance of
         1,222,650 shares of First Financial common stock for Hebron Bancorp
         common stock, which are the number of shares that would have been
         issued if the Mergers were effective April __, 1999. The use of the
         number of shares is for illustrative purposes only and does not attempt
         to predict the actual number of shares that will be exchanged in the
         Merger.

(C)      First Financial is offering to exchange an aggregate total of 1,222,650
         shares of First Financial common stock for outstanding shares of Hebron
         Bancorp common stock. The exact number of First Financial shares to be
         issued for each share of Hebron Bancorp common stock will be calculated
         by dividing 1,222,650 by the aggregate number of shares of Hebron
         Bancorp common stock issued and outstanding immediately prior to the
         consummation date of the Merger. The Exchange Ratio will be
         appropriately adjusted in the event of the subdivision or split of the
         outstanding First Financial common stock, a capital reorganization, or
         a reclassification or recapitalization affecting First Financial common
         stock.

         If the Merger was consummated on April __, 1999, the Exchange Ratio
         would be 20.3775 shares of First Financial common stock for each share
         of Hebron Bancorp common stock.

(D)      First Financial common stock and Hebron Bancorp common stock do not
         have par values. Hebron Bancorp common stock, however, has a stated
         value of $2.00 per share, while First Financial common stock does not
         have a stated value. Since First Financial common stock does not have a
         stated value, its capital accounts do not include an "additional
         paid-in capital" or "surplus" account. As a result, Hebron Bancorp's
         additional paid in capital was transferred to its "common stock"
         account in the "consolidated pro-forma" column, as shown in the table
         below:


<TABLE>
<CAPTION>
                                                          Hebron     Transfer      Hebron
                                                          Bancorp      From        Bancorp
                                                           Actual     Surplus     Pro-forma
                                                           ------     -------     ---------
                                                              (Dollars in thousands)
<S>                                                       <C>         <C>          <C>    
              Common stock                                $   120     $ 3,104      $ 3,224
              Surplus                                       3,104      (3,104)           0
                                                          -------     -------      --------
              Total common stock and surplus              $ 3,224     $     0      $ 3,224
                                                          =======    ========      =======
</TABLE>





                                       17
<PAGE>   24


                                  RISK FACTORS


In making your determination as to how to vote on the merger, you should
consider the following factors:

Risks Relating To The Merger
- ----------------------------

AFTER THE SPECIAL MEETING, HEBRON BANCORP'S BOARD OF DIRECTORS MAY TERMINATE THE
MERGER AGREEMENT, WITHOUT RESOLICITING THE APPROVAL OF HEBRON BANCORP'S
SHAREHOLDERS, IF A DECREASE IN THE MARKET VALUE OF FIRST FINANCIAL COMMON STOCK
MEETS CERTAIN CONDITIONS.

The precise value of the merger consideration to be paid to Hebron Bancorp's
shareholders will not be known at the time of the special meeting. The Merger
Agreement provides that Hebron Bancorp shareholders will receive 20.3775 shares
of First Financial common stock for each share of Hebron Bancorp common stock,
unless First Financial's market price per share declines both independently and
relative to a peer group of financial institution holding companies. If (a) the
average closing price of First Financial common stock falls below approximately
$23.86 per share, and (b) the HBI Ratio (the average closing price divided by
$28.0682) is less than the value of an index of financial institution holding
companies (the "Index Ratio"), Hebron Bancorp's board of directors may elect to
terminate the Merger Agreement. If Hebron Bancorp's board elects to terminate
the Merger Agreement and gives notice of its termination of the Merger Agreement
to First Financial as provided in the Merger Agreement, First Financial will
then have the option of increasing the number of shares of First Financial
common stock issued to Hebron Bancorp shareholders in accordance with a formula
set forth in the Merger Agreement. If First Financial elects to increase the
number of shares issued to Hebron Bancorp shareholders, the Merger Agreement
will not terminate and Hebron Bancorp shareholders will be entitled to receive
increased number of shares. If First Financial does not agree to issue
additional shares, the Merger Agreement will terminate immediately.

First Financial's average closing price, the HBI Ratio and Index Ratio will not
be computed any sooner than two days following the date of the special meeting
of shareholders. Therefore, Hebron Bancorp's Board of Directors will not be able
to determine if it has the right to terminate the Merger Agreement, and if it
has such right, whether it will exercise such right, until after the date of the
special meeting of shareholders. If the above conditions are satisfied, Hebron
Bancorp's Board of Directors may elect to terminate the Merger Agreement even
though it has been approved by a majority of the shareholders of Hebron Bancorp.

As of the date of this Proxy Statement-Prospectus, the average closing price of
First Financial common stock was $______, the HBI Ratio would be ______% and the
Index Ratio would be ______%. If the valuation date was the date of this Proxy
Statement-Prospectus, Hebron Bancorp's Board of directors [would/would not] have
the option of terminating the Merger Agreement. See "THE MERGER AGREEMENT -
First Financial Average Closing Price And Termination Of The Merger" for more
information.



                                       18
<PAGE>   25


HEBRON BANCORP'S SHAREHOLDERS WILL HAVE NO CONTROL OF FIRST FINANCIAL'S FUTURE
OPERATIONS.

Hebron Bancorp's shareholders own 100% of Hebron Bancorp and, in the aggregate,
have the power to approve or reject any matters requiring the approval of
shareholders under Kentucky law and Hebron Bancorp's Articles of Incorporation.
After Sand Ridge Financial Corporation and Hebron Bancorp merge with and into
First Financial, Hebron Bancorp's shareholders, in the aggregate, will own
approximately 2.87% of the outstanding shares of First Financial, based on First
Financial shares outstanding at December 31, 1998. Even if all former Hebron
Bancorp shareholders vote in concert on items which may be presented to First
Financial shareholders, they will not have a major impact on whether such items
are approved or rejected.


Post-Merger Risks
- -----------------

FIRST FINANCIAL'S ACQUISITION STRATEGY COULD POSE RISKS.

First Financial has grown through acquisitions during recent years and
anticipates that it will make additional acquisitions in the future. First
Financial may need to issue additional common stock to pay for future
acquisitions, which would further dilute the ownership interest of First
Financial shareholders, including former Hebron Bancorp shareholders. Future
acquisitions may also require First Financial to use substantial cash or other
liquid assets or to incur debt. If this occurs, First Financial may be more
susceptible to economic downturns and competitive pressures.

FIRST FINANCIAL NEEDS TO BE PREPARED FOR THE YEAR 2000.

Potential system disruptions that may occur because of the Year 2000 issue could
adversely affect First Financial's operations and profitability. Although First
Financial has devoted significant resources in both money and time to the
remediation of its systems in preparation for the Year 2000 and believes its
systems will be Year 2000 compliant, some factors are not within First
Financial's control and could disrupt its operations. Such factors could include
increased withdrawal demand as the year 2000 approaches and the affect on First
Financial's liquidity and the Year 2000 preparedness of First Financial's loan
customers and the risk for increased loan losses. See "MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - YEAR 2000
ISSUES" in First Financial's 1998 Annual Report to its shareholders, which is
incorporated by reference, for a more thorough discussion of First Financial's
Year 2000 preparations.




                                       19
<PAGE>   26

THE FINANCIAL SERVICES INDUSTRY IS EXTREMELY COMPETITIVE.

First Financial's affiliates compete with other commercial banks, thrift
institutions and other financial service providers. Competitors now include
securities dealers, brokers, mortgage bankers, investment advisors, finance
companies and insurance companies. Many of the newer competitors offer one-stop
financial services to their customers that may include services that banks may
not have been able or legally permitted to offer their customers in the past.
The increasingly competitive environment is largely the result of changes in
regulation and technology and continuing consolidation of the banking and thrift
industry. First Financial's ability to increase shareholder value will depend,
in part, on its ability to offer financial services, products, and delivery
systems that meet the needs and demands of its customers.

ECONOMIC CHANGES COULD AFFECT FIRST FINANCIAL'S PROFITABILITY.

First Financial's income is heavily dependent on its net interest income - the
difference between earnings from interest-earning assets such as loans and
investments and the rates paid for interest-bearing liabilities such as deposits
and borrowings. These rates are highly sensitive to many factors beyond First
Financial's control, including general economic conditions, the policies of
various governmental and regulatory agencies, and general interest rate levels.
Fluctuations in these areas may adversely affect the profitability of First
Financial.

GOVERNMENTAL REGULATION AND LEGISLATION COULD LIMIT FIRST FINANCIAL'S FUTURE
GROWTH.

First Financial and its subsidiaries are subject to regulation and supervision
by various federal and state governmental agencies. Regulations issued by these
agencies may change in the future and could negatively influence First
Financial's ability to expand services and increase the value of its business.

The regulation of the national supply of bank credit in an effort to prevent
recession and restrain inflation is an important function of the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board"). Among the
procedures used to implement these objectives are open market operations in U.S.
government securities, changes in the discount rate on member bank borrowings
and changes in reserve requirements on member bank deposits. These procedures
are used in varying combinations to influence overall growth and distribution of
bank loans, investments and deposits and their use may also affect interest
rates charged on loans or paid for deposits. Such policies and procedures of the
Federal Reserve Board will likely have significant impact on the operating
results of the banking industry in general. The effect, if any, upon the future
business and earnings of First Financial cannot accurately be predicted.





                                       20
<PAGE>   27

FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE.

This document, including information included or incorporated by reference
herein, contains or may contain forward-looking statements that involve risks
and uncertainties. This document contains certain forward-looking statements
with respect to the financial condition, results of operations, plans,
objectives, future performance and business of each of First Financial and
Hebron Bancorp, including statements preceded by, followed by or that include
the words "believes", "expects", "anticipates" or similar expressions. These
forward-looking statements involve certain risks and uncertainties. Factors that
may cause actual results to differ materially from those contemplated by such
forward-looking statements include, among others, those risks discussed above.




                                       21
<PAGE>   28

                               THE SPECIAL MEETING


         Hebron Bancorp, Inc., a Kentucky corporation, is mailing this Proxy
Statement-Prospectus to holders of shares of its common stock on or about April
__, 1999, together with a notice of a special meeting of shareholders and a form
of proxy solicited by the Board of Directors of Hebron Bancorp for use at the
special meeting.


Time And Place; Purpose
- -----------------------

         The special meeting will be at the main office of Hebron Deposit Bank,
2652 North Bend Road, Hebron, Kentucky 41048, starting at _____ _.m., local
time, on May __, 1999. At the special meeting, you will be asked to consider and
vote upon a proposal to approve a Plan and Agreement of Merger (the "Merger
Agreement") dated December 31, 1998 by and between First Financial, an Ohio
corporation, and Hebron Bancorp. Pursuant to the Merger Agreement, Hebron
Bancorp will be merged into First Financial and Hebron Deposit Bank will become
a wholly owned subsidiary of First Financial.

Voting And Revocation Of Proxies
- --------------------------------

         You may use the accompanying proxy card if you are unable to attend the
special meeting in person or wish to have your shares voted by proxy even if you
do attend the special meeting. You may revoke any proxy that you give at any
time before it is exercised, either by submitting a written notice of revocation
or a properly executed proxy of a later date, or by attending the special
meeting and voting in person. You should address the written notice of
revocation and other communications with respect to the revocation of Hebron
Bancorp proxies to Hebron Bancorp, Inc., 2652 North Bend Road, Hebron, Kentucky
41048, Attention: Stephen K. Dallas, Secretary.

         All shares of Hebron Bancorp common stock represented by properly
executed proxies received prior to or at the special meeting and not revoked
before they are exercised will be voted in accordance with the instructions
indicated in such proxies. If you do not specify how your proxy is to be voted,
it will be voted "FOR" the Merger Agreement.

Solicitation Of Proxies
- -----------------------

         Hebron Bancorp will pay the expenses of solicitation of proxies for the
special meeting. In addition to solicitation by mail, proxies may be solicited
in person by directors, officers and employees of Hebron Bancorp without
additional compensation and by telephone, teletype, facsimile or similar method.
Hebron Bancorp will also make arrangements with brokerage houses and other
custodians, nominees and fiduciaries to send proxy material to beneficial owners
and to secure their voting instructions, if necessary. Hebron Bancorp will
reimburse these record holders for their reasonable expenses in forwarding such
materials.


                                       22
<PAGE>   29

Record Date And Voting Rights
- -----------------------------

         RECORD DATE. The Hebron Bancorp Board has fixed the close of business
on April __, 1999 as the record date for determining the Hebron Bancorp
shareholders entitled to notice of and to vote at the special meeting (the
"Record Date"). You will be entitled to vote at the special meeting if you are a
shareholder of record on the close of business on the Record Date. As of the
Record Date, there were 60,000 shares of Hebron Bancorp common stock outstanding
and entitled to vote.

         VOTING RIGHTS. Each share of Hebron Bancorp common stock entitles its
holder to one vote.

         VOTE REQUIRED. As permitted by the Kentucky Revised Statutes (the
"KRS") and the Hebron Bancorp Articles of Incorporation, the affirmative vote of
the holders of a majority of the shares of Hebron Bancorp common stock
outstanding on the Record Date is required to approve and adopt the Merger
Agreement.

         As of the close of business on the Record Date, there were 60,000
shares of Hebron Bancorp common stock outstanding and entitled to vote, and
there were 92 holders of record of shares of Hebron Bancorp common stock. On
such date, the directors and executive officers of Hebron Bancorp as a group
beneficially owned 27,300 shares of Hebron Bancorp common stock, an amount equal
to 45.5% of the shares of Hebron Bancorp common stock issued and outstanding on
such date. The directors and executive officers have unanimously approved the
merger and are expected to vote for the merger.

         If less than a majority of the outstanding shares of Hebron Bancorp
common stock are present at the special meeting, we expect that the special
meeting will be postponed or adjourned for the purpose of allowing additional
time for soliciting and obtaining additional proxies or votes. At any subsequent
reconvening of the special meeting, we will vote all proxies in the same manner
as they would have been voted at the original convening of the special meeting,
except for any proxies that have been revoked or withdrawn.

         ABSTENTIONS AND BROKER NON-VOTES. A properly executed proxy marked
"Abstain" will not be voted on the Merger Agreement proposal. Also, brokers who
hold Hebron Bancorp common stock in "street" name for customers cannot vote
these shares on the Merger Agreement proposal without specific instructions from
their customers.

         SINCE APPROVAL OF THE MERGER AGREEMENT REQUIRES THE AFFIRMATIVE VOTE OF
AT LEAST A MAJORITY OF THE OUTSTANDING SHARES OF HEBRON BANCORP COMMON STOCK,
YOUR FAILURE TO VOTE, YOUR ABSTENTION OR, IF YOUR SHARES ARE HELD IN "STREET"
NAME, YOUR FAILURE TO INSTRUCT YOUR BROKER ALL WILL HAVE THE SAME EFFECT AS A
VOTE AGAINST THE MERGER. ACCORDINGLY, THE HEBRON BANCORP BOARD URGES YOU TO
COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED, POSTAGE-PAID ENVELOPE.


                                       23
<PAGE>   30


                                   THE MERGER


         This section of the Proxy Statement-Prospectus describes certain of the
more important aspects of the merger. The following description does not purport
to be complete and is qualified in its entirety by reference to the Merger
Agreement, which is set forth in Appendix A to this Proxy Statement-Prospectus.
All shareholders are urged to read the Merger Agreement in its entirety.

Background Of And Reasons For The Merger
- ----------------------------------------

         Changes in the financial service industry in recent years, coupled with
the passage of the Riegle Neal Interstate Bank and Branching Efficiency Act of
1994 that provides for nationwide interstate banking, have led to an increased
consolidation of banks under large multi-bank companies through mergers and
acquisitions and an uncertain future for smaller independent financial
institutions. These large bank holding companies, along with other financial
institutions, have increased competition with smaller, independent banks and
bank holding companies and, ultimately, the ability of small banks and bank
holding companies to compete with large bank holding companies and other
financial institutions was closely reviewed.

         In light of, and in response to, these trends in the financial services
industry, from time to time, the Board of Directors has considered various
alternatives for Hebron Bancorp, which have included remaining independent or
selling to a larger financial institution. In the summer of 1998, the Board of
Directors began to explore the possible sale to or merger with a larger bank
holding company. In August 1998, the Board of Directors met with representatives
of Professional Bank Services, Inc. ("PBS") and Investment Bank Services, Inc.
("IBS"), a registered broker/dealer subsidiary of PBS, to review the changing
dynamics of community banking and, more specifically, the current market value
in Kentucky for banks. On August 26, 1998, Hebron Bancorp signed an agreement
with IBS, retaining IBS to serve as its investment banker in a possible sale of
Hebron Bancorp.

         At a meeting held on September 15, 1998, representatives of PBS and IBS
met with the Board of Directors to review PBS' analysis of Hebron Bancorp's
business and estimated value. PBS also identified the most likely potential
acquirers of Hebron Bancorp and analyzed the ability of the potential acquirers
to consummate a transaction with Hebron Bancorp. The Board of Directors
authorized PBS to provide various potential acquirers believed to have a high
interest in a transaction with Hebron Bancorp, with copies of a confidential
package prepared by PBS describing Hebron Bancorp and its business.

         In early November 1998, representatives of PBS met with the Board of
Directors and reported that six of the potential acquirers who were provided
with copies of PBS' confidential package had submitted offers to acquire Hebron
Bancorp. After analyzing the terms of the six offers, including the ability of
the offerors to consummate the transaction on such terms, the Board of Directors
directed PBS to continue discussions with representatives of two of the
potential acquirers, which potential acquirers offered the highest merger
consideration to Hebron Bancorp's shareholders. Each of the two potential
acquirers was invited to make presentations 



                                       24
<PAGE>   31

to the Board of Directors. These presentations occurred in mid-November 1998.
Based on these presentations and the fact that First Financial offered the
highest merger consideration at the time, First Financial was permitted to
conduct due diligence investigations of Hebron Bancorp. Negotiation of a
definitive agreement with First Financial commenced after completion of the due
diligence and Hebron Bancorp and First Financial continued to refine the
financial terms of the proposal resulting in the terms contained in the Merger
Agreement.

         The final Merger Agreement was presented to the Board of Directors at a
special meeting held on December 31, 1998. At the meeting, representatives of
PBS presented an analysis of the financial terms of the proposed Merger
Agreement and delivered PBS' opinion that the Merger Agreement was fair to
Hebron Bancorp's shareholders from a financial point of view. Representatives of
Stites & Harbison, special counsel to Hebron Bancorp, presented an analysis of
the terms and conditions of the Merger Agreement. After further discussion and
questions, the Board of Directors unanimously approved the Merger Agreement.
Hebron Bancorp and First Financial issued press releases dated January 4, 1999
to announce the proposed merger between Hebron Bancorp and First Financial.

         The terms of the Merger Agreement were the result of arm's length
negotiations between Hebron Bancorp and First Financial and their respective
representatives. In reaching its decision to approve the Merger Agreement,
Hebron Bancorp's Board of Directors consulted with PBS and Stites & Harbison and
considered a number of factors including, but not limited to, the following:

         1) The financial terms of the merger consideration and the adequacy of
         the merger consideration. A comparison of the financial terms of recent
         bank acquisitions indicated that the financial terms of the Merger
         Agreement compared favorably with other recent transactions

         2) The effect on shareholder value of Hebron Bancorp's remaining an
         independent entity. The Board of Directors considered the increased
         competition faced by community banks in general from large bank holding
         companies and other financial institutions.

         3) The opinion of PBS indicating that the consideration to be received
         by Hebron Bancorp's shareholders under the Merger Agreement is fair
         from a financial perspective.

         4) First Financial's current intention to operate Hebron Deposit Bank
         as a wholly owned subsidiary of First Financial.

         5) The anticipated tax-free nature of the merger from federal income
         taxes to the shareholders of Hebron Bancorp receiving solely First
         Financial common stock in exchange for their shares of Hebron Bancorp
         common stock.

         6) An analysis of alternatives to Hebron Bancorp merging with First
         Financial, including other potential acquirers.



                                       25
<PAGE>   32

         7) The timeliness of a merger given the state of the economy and the
         stock markets as well as anticipated trends in both.

         8) The operating philosophy, competence, experience and integrity of
         First Financial and its management.

         9) The economic effect of the merger on Hebron Bancorp, Hebron Deposit
         Bank, employees, customers, creditors and other elements of the
         community.

         10) The business and financial condition and earnings and prospects of
         First Financial and its subsidiaries, including, but not limited to,
         possible debt service and other existing or likely financial
         obligations of First Financial and its subsidiaries and the possible
         effect of such conditions on Hebron Bancorp and Hebron Deposit Bank and
         other elements of the community in which Hebron Deposit Bank operates.

         11) A review of the value to be provided to each of the shareholders of
         Hebron Bancorp in the merger to determine if it is equal to or greater
         than the value given by First Financial in any transaction during the
         past twelve months.

         Based on these factors without applying any greater weight to any
factor, and such other matters as members of the Board of Directors deemed
relevant, the Board of Directors has unanimously approved the Merger Agreement
as being in the best interests of Hebron Bancorp, its shareholders, employees,
customers and the community served by Hebron Bancorp, and its other constituents
and also advisable for the general welfare and advantage of Hebron Bancorp.


Opinion of Financial Advisor to Hebron Bancorp, Inc.
- ----------------------------------------------------

         Professional Bank Services, Inc. ("PBS") was engaged by Hebron Bancorp
to advise Hebron Bancorp's Board of Directors as to the fairness of the
consideration, from a financial perspective, to be paid by First Financial to
Hebron Bancorp's shareholders as set forth in the Merger Agreement.

         Professional Bank Services, Inc. is a bank consulting firm with offices
in Louisville, Chicago, Nashville and Washington, D.C. As part of its investment
banking business, PBS is regularly engaged in reviewing the fairness of
financial institution acquisition transactions from a financial perspective and
in the valuation of financial institutions and other businesses and their
securities in connection with mergers, acquisitions, estate settlements, and
other transactions. Neither PBS nor any of its affiliates has a material
financial interest in Hebron Bancorp or First Financial. PBS was selected to
advise Hebron Bancorp's Board of Directors based upon its familiarity with
Kentucky financial institutions and knowledge of the banking industry as a
whole.

                                       26
<PAGE>   33



         PBS performed certain analyses described herein and presented the range
of values for Hebron Bancorp resulting from such analyses to the Board of
Directors of Hebron Bancorp in connection with its advice as to the fairness of
the consideration to be paid by First Financial.

         A fairness opinion of PBS was delivered to the Board of Directors of
Hebron Bancorp on December 31, 1998, at a special meeting of the Board of
Directors and has been updated as of the date of this Prospectus/Proxy
Statement. A copy of the fairness opinion, which includes a summary of the
assumptions made and information analyzed in deriving the fairness opinion, is
attached as Appendix B to this Proxy Statement-Prospectus and should be read in
its entirety.

         In arriving at its fairness opinion, PBS reviewed certain publicly
available business and financial information relating to Hebron Bancorp and
First Financial. PBS considered certain financial and stock market data of
Hebron Bancorp and First Financial, compared that data with similar data for
certain other publicly-held bank holding companies and considered the financial
terms of certain other comparable bank transactions in the states of Kentucky
and Indiana that have recently been effected. PBS also considered such other
information, financial studies, analyses and investigations and financial,
economic and market criteria that it deemed relevant. In connection with its
review, PBS did not independently verify the foregoing information and relied on
such information as being complete and accurate in all material respects.
Financial forecasts prepared by PBS were based on assumptions believed by PBS to
be reasonable and to reflect currently available information. PBS did not make
an independent evaluation or appraisal of the assets of Hebron Bancorp or First
Financial. PBS took into consideration the results of PBS' wholly owned
subsidiary Investment Bank Services, Inc. ("IBS") solicitation of indications of
interest from other financial institutions concerning their interest in a
possible affiliation with Hebron Bancorp. PBS reviewed the correspondence and
information received from interested financial institutions that were contacted.
PBS reviewed all offers received by Hebron Bancorp.

         As part of preparing this fairness opinion, PBS performed a due
diligence review of First Financial on December 15, 1998. As part of the due
diligence, PBS reviewed the following items: minutes of the Board of Directors
meetings of First Financial, from January 1997 through November 1998; reports of
independent auditors and management letters and response thereto, for the years
ending December 31, 1996 and 1997; the most recent analysis and calculation of
allowance for loan and lease losses for First Financial; internal loan review
reports; investment portfolio activity reports; asset/liability management
reports; asset quality reports; Uniform Holding Company Report for First
Financial as of June 30, 1998; June 30, 1998 and September 30, 1998 Consolidated
Reports of Condition and Income for First Financial; Security and Exchange
Commission ("SEC") filings made by First Financial for 1997 and year-to-date
1998; and discussions pertaining to any material pending litigation and other
potentially substantive issues with senior management of First Financial.

         PBS performed a review and analysis of the historic performance of
Hebron Bancorp and its subsidiary, Hebron Deposit Bank, including: (i) September
30, 1998 internal financial reports of Hebron Deposit Bank; (ii) June 30, 1998
Consolidated Reports of Condition and Income filed by Hebron Deposit Bank with
the FDIC; (iii) June 30, 1998 and December 31, 1997 FRY-9 SP Parent Company Only
Financial Statements filed by Hebron Bancorp with the Federal Reserve; (iv) June
30, 1998, 1997 and 1996 audited balance sheets of Hebron Deposit Bank; (v) June
30, 



                                       27
<PAGE>   34


1998 Uniform Bank Performance Report of Hebron Deposit Bank; (vi) December 31,
1998 budget and projected financial data for Hebron Deposit Bank; and (vii)
various internal asset quality reports, loan loss allowance reports, securities
listings and deposit information for Hebron Deposit Bank. PBS reviewed and
tabulated statistical data regarding the loan portfolio, securities portfolio
and other performance ratios and statistics. Financial projections were prepared
and analyzed as well as other financial studies, analyses and investigations as
deemed relevant for the purposes of this opinion. In review of the
aforementioned information, PBS took into account its assessment of general
market and financial conditions, its experience in other similar transactions
and its knowledge of the banking industry generally.

         In connection with rendering the fairness opinion and preparing its
written and oral presentation to Hebron Bancorp's Board of Directors, PBS
performed a variety of financial analyses, including those summarized herein.
The summary does not purport to be a complete description of the analyses
performed by PBS in this regard. The preparation of a fairness opinion involves
various determinations as to the most appropriate and relevant methods of
financial analysis and the application of these methods to the particular
circumstances and therefore, such an opinion is not readily susceptible to
summary description. Accordingly, notwithstanding the separate factors
summarized below, PBS believes that its analysis must be considered as a whole
and that selecting portions of its analyses and of the factors considered by it,
without considering all analyses and factors, could create an incomplete view of
the evaluation process underlying its opinion. In performing its analyses, PBS
made numerous assumptions with respect to industry performance, business and
economic conditions and other matters, many of which are beyond Hebron Bancorp's
or First Financial's control. The analyses performed by PBS are not necessarily
indicative of actual values or future results, which may be significantly more
or less favorable than suggested by such analyses. In addition, analyses
relating to the values of businesses do not purport to be appraisals or to
reflect the process by which businesses actually may be sold.

         Acquisition Comparison Analysis: In performing this analysis, PBS
reviewed all bank acquisition transactions in the States of Kentucky and Indiana
(the "Regional Area") since 1992. There were 100 bank acquisition transactions
in the Regional Area announced since 1992 for which detailed financial
information was available. The purpose of the analysis was to obtain an
evaluation range based on these Regional Area bank acquisition transactions.
75th percentile multiples of earnings and book value implied by the comparable
transactions were utilized in obtaining a range for the acquisition value of
Hebron Bancorp. In addition to reviewing recent Regional Area bank transactions,
PBS performed separate comparable analyses for acquisitions of banks which, like
Hebron Bancorp, were located in the state of Kentucky, had an equity-to- asset
ratio between 9.00% - 12.00%, had total assets between $75.0 - $125.0 million,
had a return on average equity ("ROAE") between 14.00% - 17.00% and bank
transactions effected in Regional Area since January 1, 1996. The 75th
percentile values for the 100 Regional Area acquisitions expressed as multiples
of both book value and earning were 2.23X and 21.34X, respectively. The 75th
percentile multiples of book value and earnings for acquisitions of Regional
Area banks which, like Hebron Bancorp, were headquartered in the state of
Kentucky were 2.30X and 18.95X, respectively. 75th percentile multiples of book
value and earnings for acquisitions of Regional Area banks which had an
equity-to-asset ratio between 9.00% and 12.00% were 2.24X and 21.28X,
respectively. For acquisitions of Regional Area banks with 



                                       28
<PAGE>   35


assets between $75.0 - $125.0 million the 75th percentile multiples were 2.42X
and 24.04X. For Regional Area acquisitions of banks with a ROAE between 14.00% -
17.00%, the 75th percentile multiples of book value and earnings were 2.62X and
17.99X, respectively. The 75th percentile multiples of book value and earnings
for acquisitions of Regional Area banks since January 1, 1996, were 2.80X and
25.44X, respectively. The following table summarizes the analysis:


                         ACQUISITION COMPARISON ANALYSIS

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Comparable Group                                                                 75 PERCENTILE

- --------------------------------------------------------------------------------------------------------------
                                                            Book Value Multiple          Earnings Multiple
- --------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                           <C>   
All Regional transactions                                   2.23X                                   21.34X
- --------------------------------------------------------------------------------------------------------------

Kentucky Banks                                              2.30                                    18.95
- --------------------------------------------------------------------------------------------------------------

Equity/Assets between 9% and 12%                            2.24                                    21.28
- --------------------------------------------------------------------------------------------------------------

Assets between $75 - $125 Million                           2.42                                    24.04
- --------------------------------------------------------------------------------------------------------------

Return on Average Equity between 14%-17%                    2.62                                    17.99
- --------------------------------------------------------------------------------------------------------------

Transactions since 1996                                     2.80                                    25.44
- --------------------------------------------------------------------------------------------------------------

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

PROPOSED TRANSACTION                                        2.86                                    23.23
- --------------------------------------------------------------------------------------------------------------
</TABLE>


         In the proposed transaction, Hebron Bancorp shareholders will receive
an aggregate of 1,222,650 First Financial common shares for all 60,000 Hebron
Bancorp common shares outstanding or 20.3775 First Financial common shares per
Hebron Bancorp common share, subject to adjustment, as further defined in the
Merger Agreement. On December 28, 1998 the closing price for First Financial
common stock on the National Association of Securities Dealers Automated
Quotation System was $27.875 per common share. Utilizing this closing price of
$27.875 per First Financial common share, the proposed consideration to be
received represents an aggregate value of $34,081,369 or $568.02 per Hebron
Bancorp common share. The $568.02 per Hebron Bancorp common share represents a
multiple of Hebron Bancorp's September 30, 1998 book value and a multiple of
Hebron Bancorp's annualized adjusted September 30, 1998 nine month earning of
2.86X and 23.23X respectively.

         The market value of the proposed transaction's percentile ranking was
prepared and analyzed with respect to the above Regional Area comparable
transactions group. Compared to all Regional Area bank transactions, the
acquisition value ranks in the 91st percentile as a multiple of book value and
in the 80th percentile as a multiple of earnings. Compared to Regional Area bank
transactions where the acquired institution was headquartered in Kentucky, the
acquisition value ranks in the 89th percentile as a multiple of book value and
the 90th percentile as a multiple of earnings. Compared to Regional Area bank
transactions where the 



                                       29
<PAGE>   36


acquired institution had an equity-to asset ratio between 9.00% and 12.00%, the
acquisition value ranks in the 93rd percentile as a multiple of book value and
the 82nd percentile as a multiple of earnings. For Regional Area bank
acquisitions where the acquired institution had between $75.0 - $125.0 million
in assets, the acquisition value ranks in the 89th percentile as a multiple of
book value and the 72nd percentile as a multiple of earnings. For Regional Area
bank transactions where the acquired institution had a ROAE between 14.00% and
17.00%, the acquisition value ranked in the 92nd percentile as a multiple of
book value and the 96th percentile as a multiple of earnings. For Regional Area
bank transactions effected since January 1, 1996, the acquisition value ranked
in the 78th percentile as a multiple of book value and in the 60th percentile as
a multiple of earnings. The following table summarizes the percentile ranking:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                                                              PERCENTILE RANKING
- --------------------------------------------------------------------------------------------------------

                                                            Book Value Multiple     Earnings Multiple
                                                            -------------------     -----------------
- --------------------------------------------------------------------------------------------------------

Comparable Group
- --------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------
<S>                                                         <C>                                  <C>
All Regional transactions                                   91                                   80
- --------------------------------------------------------------------------------------------------------

Kentucky Banks                                              89                                   90
- --------------------------------------------------------------------------------------------------------

Equity/Assets between 9% - 12%                              93                                   82
- --------------------------------------------------------------------------------------------------------

Assets between $75 - $125 million                           89                                   72
- --------------------------------------------------------------------------------------------------------

Return on Average Equity between 14% - 17%                  92                                   96
- --------------------------------------------------------------------------------------------------------

Transactions since 1996                                     78                                   60
- --------------------------------------------------------------------------------------------------------
</TABLE>

         Adjusted Net Asset Value Analysis: PBS reviewed Hebron Bancorp's
balance sheet data to determine the amount of material adjustments required to
the stockholders' equity of Hebron Bancorp based on differences between the
market value of Hebron Bancorp's assets and their value reflected on Hebron
Bancorp's financial statements. PBS determined that two adjustments were
warranted. Equity was increased $54,000 to reflect the after tax appreciation in
Hebron Bancorp's held to maturity securities portfolio. PBS also reflected a
value of the non-interest bearing demand deposits of approximately $2,670,000.
The aggregate adjusted net asset value of Hebron Bancorp was determined to be
$14,634,000 or $243.90 per Hebron Bancorp common share.

         Discounted Earnings Analysis: A dividend discount analysis was
performed by PBS pursuant to which a range of values of Hebron Bancorp was
determined by adding (i) the present value of estimated future dividend streams
that Hebron Bancorp could generate over a five-year period and (ii) the present
value of the "terminal value" of Hebron Bancorp's earnings at the end of the
fifth year. The cash flow analysis was prepared by PBS with no consultation with



                                       30
<PAGE>   37


management of Hebron Bancorp. The cash flow analysis was based on significantly
optimistic assumptions, and the data is not an accurate estimate of future
financial performance. The "terminal value" of Hebron Bancorp's earnings at the
end of the five-year period was determined by applying a multiple of 18.95 times
the projected terminal year's earnings. The 18.95 multiple represents the 75th
percentile price paid as a multiple of earnings for all Kentucky bank
transactions since 1992.

         Dividend streams and terminal values were discounted to present values
using a discount rate of 12%. This rate reflects assumptions regarding the
required rate of return of holders or buyers of Hebron Bancorp's common stock.
The aggregate value of Hebron Bancorp, determined by adding the present value of
the total cash flows, was $25,116,000 or $418.60 per share. In addition, using
the five-year projection as a base, a twenty-year projection was prepared
assuming an annual growth rate of 6.00% and assuming return on assets of 1.50%
would remain in effect for the entire period beginning in year 2. Dividends were
assumed to increase from 25.0% of income in years one through five to 75.0% of
income for years six through twenty. This long-term projection resulted in an
aggregate value of $21,159,000 or $352.65 per Hebron Bancorp common share.

         Specific Acquisition Analysis: PBS valued Hebron Bancorp based on an
acquisition analysis assuming a "break-even" earnings scenario to an acquirer as
to price, current interest rates and amortization of the premium paid. Based on
this analysis, an acquiring institution would pay in aggregate $21,277,000, or
354.62 per share, assuming they were willing to accept no impact to their net
income in the initial year. This analysis was based on a funding cost of 6.0%
adjusted for taxes, amortization of the acquisition premium over 15 years and a
projected December 31, 1998 earnings level of $1,467,000. The analysis was
repeated assuming a potential acquirer would attain non-interest expense
reductions of 10% in the transaction. Based on this analysis an acquiring
institution would pay in aggregate $22,688,000 or $378.13 per Hebron Bancorp
share.

         Pro-forma Merger Analysis: PBS compared the historical performance of
Hebron Bancorp to that of First Financial and other regional holding companies.
This analysis included, among other things, a comparison of profitability, asset
quality and capital measures. In addition, the contribution of Hebron Bancorp
and First Financial to the income statement and balance sheet of the pro-forma
combined company was analyzed.

         The effect of the affiliation on the historical and pro-forma financial
data of Hebron Bancorp was prepared and analyzed. Hebron Bancorp's historical
financial data was compared to the pro-forma combined historical earning, book
value and dividends per share.

         The fairness opinion is directed only to the question of whether the
consideration to be received by Hebron Bancorp's shareholders under the Merger
Agreement is fair and equitable from a financial perspective and does not
constitute a recommendation to any Hebron Bancorp shareholder to vote in favor
of the affiliation. No limitations were imposed on PBS regarding the scope of
its investigation or otherwise by Hebron Bancorp.



                                       31
<PAGE>   38


         Based on the results of the various analyses described above, PBS
concluded that the consideration to be received by Hebron Bancorp's shareholders
under the Merger Agreement is fair and equitable from a financial perspective to
the shareholders of Hebron Bancorp.

         Based on a First Financial stock price of $27.875 PBS and IBS will
receive fees of approximately $283,000 for all services performed in connection
with the sale of Hebron Bancorp and the rendering of the fairness opinion. In
addition, Hebron Bancorp has agreed to indemnify PBS and IBS and its directors,
officers and employees, from liability in connection with the transaction, and
to hold PBS and IBS harmless from any losses, actions, claims, damages, expenses
or liabilities related to any of PBS' or IBS' acts or decisions made in good
faith and in the best interest of Hebron Bancorp.

Management Following The Merger
- -------------------------------

         If the merger is consummated, Hebron Bancorp and First Financial will
merge into a single corporation and First Financial will be the surviving
corporation. The directors of First Financial on the date upon which the merger
becomes effective (the "Effective Time") will be the directors of the surviving
corporation until their respective successors are duly elected and qualified.
The Merger Agreement with Sand Ridge Financial includes an agreement by First
Financial to appoint promptly after that merger's effective time a mutually
agreeable member of Sand Ridge Bank's Board of Directors to First Financial's
Board of Directors. First Financial intends to appoint Mr. Bruce E. Leep, the
chairman of the board, president, and CEO of Sand Ridge Financial, and Mr. Leep
has agreed to accept the appointment. First Financial does not have a similar
agreement with Hebron Bancorp. Subject to the authority of the Board of
Directors as provided by law and the regulations of the surviving corporation,
the officers of First Financial at the Effective Time will be the officers of
the surviving corporation.

         If the merger is consummated, Hebron Deposit Bank, Hebron Bancorp's
only subsidiary, will become a wholly owned subsidiary of First Financial. The
directors of Hebron Deposit Bank at the Effective Time will continue to be
directors until their successors are duly elected and qualified by First
Financial as sole shareholder. Subject to the authority of the Board of
Directors of Hebron Deposit Bank as provided by its By-Laws and as provided by
law, the officers of Hebron Deposit Bank at the Effective Time will continue to
be the officers of Hebron Deposit Bank until their successors are duly elected
and qualified.

Interest Of Certain Persons In The Merger
- -----------------------------------------

         The directors and officers of Hebron Bancorp and Hebron Deposit Bank
have certain interests in the merger in addition to their interests as
shareholders of Hebron Bancorp generally. The Board of Directors of Hebron
Bancorp was aware of these interests and considered them, among others, in
approving the Merger Agreement.



                                       32
<PAGE>   39

         The Merger Agreement contains certain provisions regarding employee
benefits. As soon as practicable after the Effective Time of the merger, First
Financial will make available to eligible employees and officers of Hebron
Deposit Bank employee benefit plans comparable to the plans then made available
to similarly situated employees of other First Financial subsidiaries. Employee
benefit plans, fringe benefits and other employee practices and policies in
effect at Hebron Deposit Bank immediately prior to the Effective Time will
continue in effect until modified or terminated by First Financial.

         The First Financial Bancorp. Thrift Plan (the "Thrift Plan"), which is
a 401-K Plan, and the First Financial Bancorp. Employees' Pension Plan (the
"First Financial Pension Plan") cover the majority of the employees of First
Financial and its subsidiaries. All employees who are 21 years of age and have
completed one year of service are covered. The Thrift Plan is voluntary and
participants may contribute up to 12.0% of base salary to the plan. Subject to
the limitation described below, First Financial subsidiaries contribute $0.50
for each $1.00 a participant contributes. The matching contribution by First
Financial subsidiaries is limited to 3.00% of each participant's base salary and
all contributions become fully vested when made. Participants are 100% vested in
the First Financial Pension Plan after five years of credited service. For more
information about First Financial's Thrift Plan and Pension Plan, see First
Financial's Annual Report on Form 10-K for the fiscal year ended December 31,
1998 (the "First Financial Form 10-K"), incorporated herein by reference.

         Neither Hebron Bancorp nor Hebron Deposit Bank has a retirement or
profit-sharing plan, except for the Hebron Deposit Bank Profit Sharing 401(k)
Plan (the "Hebron 401(k) Plan"). The Hebron 401(k) Plan will continue in effect
until the first January 1 or July 1 coinciding with or next following the
Effective Time (the "Initial Entry Date"), at which time participants in the
Hebron 401(k) Plan will become fully vested in their plan accounts to the extent
required by law. No contributions will be made to the Hebron 401(k) Plan with
respect to compensation paid after the Initial Entry Date. On or after the
Initial Entry Date, the Hebron 401(k) Plan may be maintained as a frozen plan
for an indefinite period or merged into First Financial's Thrift Plan, at the
discretion of First Financial. As of the Initial Entry Date, Hebron Deposit Bank
employees and officers may participate in First Financial's Thrift Plan. Service
with Hebron Deposit Bank prior to the Effective Time will be counted for
eligibility and vesting purposes under the Thrift Plan.

         Hebron Deposit Bank has entered into employment agreements with Michael
A. Conner, President and CEO; Robert C. Ruebel, Executive Vice President; Howard
L. Regenbogen, Vice President and Cashier; and Joseph Hojnacki, Vice President.
Among other items, these agreements provide for severance compensation if the
employee is terminated by Hebron Deposit Bank without cause. All contracts have
an expiration date of December 31, 2000, but are automatically renewable for
additional periods of one year each unless either party provides a 90-day notice
of intent not to renew. First Financial does not intend to terminate without
cause the employment of the individuals covered by the employment agreements.



                                       33
<PAGE>   40



         The directors and executive officers of Hebron Bancorp have unanimously
approved the merger and are expected to vote the shares of Hebron Bancorp common
stock held by them in favor of the Merger Agreement. On the Record Date, such
directors and executive officers as a group beneficially owned an aggregate of
27,300 shares of Hebron Bancorp common stock, which represented 45.5% of the
shares issued and outstanding at that date.

Dissenters' Rights
- ------------------

         Under Title 271B, Subtitle 13 of the Kentucky Revised Statutes (the
"KRS"), any holder of record of Hebron Bancorp common stock who does not vote in
favor of the merger may exercise dissenting shareholder rights and demand
payment in cash for the fair value of such holder's shares by complying with the
requirements of Subtitle 13. For purposes of Subtitle 13, the fair value of a
dissenting shareholder's shares is the value of the shares immediately before
the effectuation of the merger, excluding any appreciation or depreciation in
anticipation of the merger unless the exclusion would be inequitable.

         Set forth below is a summary of the procedures relating to the exercise
of statutory dissenters' rights ("Dissenters' Rights"). THIS SUMMARY DOES NOT
PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY EXPRESS REFERENCE TO
APPLICABLE KENTUCKY LAW, INCLUDING SUBTITLE 13, A COPY OF WHICH IS APPENDED AS
APPENDIX C TO THIS PROXY STATEMENT-PROSPECTUS AND INCORPORATED HEREIN. ANY
SHAREHOLDER OF HEBRON BANCORP CONTEMPLATING EXERCISING DISSENTERS' RIGHTS WITH
RESPECT TO HEBRON BANCORP COMMON STOCK IS URGED TO REVIEW CAREFULLY SUCH
PROVISIONS AND TO CONSULT AN ATTORNEY, BECAUSE DISSENTERS' RIGHTS WILL BE LOST
IF THE PROCEDURAL REQUIREMENTS UNDER SUBTITLE 13 ARE NOT FULLY AND PRECISELY
SATISFIED. EACH STEP MUST BE TAKEN IN STRICT COMPLIANCE WITH THE APPLICABLE
PROVISIONS OF SUBTITLE 13 IN ORDER FOR HOLDERS TO PERFECT DISSENTERS' RIGHTS.

         Under Subtitle 13, a Hebron Bancorp shareholder of record for the
special meeting who desires to assert Dissenters' Rights must:

         (a)      deliver to Hebron Bancorp before the shareholder vote is taken
                  written notice of the shareholder's intent to demand payment
                  in cash for shares owned if the merger is effectuated, and

         (b)      not vote the shareholder's shares in favor of the merger,
                  either in person or by proxy.

         Dissenting shareholders cannot dissent as to only some but not all of
the shares of Hebron Bancorp common stock registered in their names. Dissenting
shareholders may send their written notice to Stephen K. Dallas, Secretary,
Hebron Bancorp, Inc., 2652 North Bend Road, Hebron, Kentucky 41048-0360.

         In the event the merger is approved by the Hebron Bancorp shareholders,
Hebron Bancorp must mail or deliver a written notice of dissenters' rights (the
"Notice to Dissenters") to each dissenting shareholder satisfying the above
conditions within ten (10) days after shareholder approval has occurred. This
Notice to Dissenters must:



                                       34
<PAGE>   41

         (a)      state where the payment demand must be sent and where and when
                  certificates for certificated shares must be deposited;

         (b)      inform holders of uncertificated shares to what extent
                  transfer of the shares will be restricted after the payment
                  demand is received;

         (c)      supply a form for demanding payment that includes the date of
                  the first announcement to news media or to shareholders of the
                  terms of the proposed merger, which was January 4, 1999, and
                  requires that the dissenting shareholder certify whether or
                  not that shareholder acquired beneficial ownership of the
                  shares before that date;

         (d)      set a date by which Hebron Bancorp must receive the payment
                  demand, which date may not be fewer than thirty (30) nor more
                  than sixty (60) days after the date the Notice to Dissenters
                  is delivered; and

         (e)      be accompanied by a copy of Subtitle 13.

         A Hebron Bancorp shareholder who is sent such a Notice to Dissenters
must then:

         (a)      demand payment for the shareholder's shares of Hebron Bancorp
                  common stock;

         (b)      certify whether the shareholder acquired beneficial ownership
                  of the Hebron Bancorp common stock before the date set forth
                  in the Notice to Dissenters; and

         (c)      deposit the shareholder's certificates representing shares of
                  Hebron Bancorp common stock in accordance with the terms of
                  the Notice to Dissenters.

         IF THE HEBRON BANCORP SHAREHOLDER FAILS TO TAKE THE ABOVE STEPS, THE
SHAREHOLDER WILL NOT BE ENTITLED TO PAYMENT FOR THE SHAREHOLDER'S SHARES THROUGH
THE DISSENTERS' RIGHTS PROCESS.

         SHAREHOLDERS WHO EXECUTE AND RETURN THE ENCLOSED PROXY BUT DO NOT
SPECIFY A CHOICE ON THE MERGER PROPOSAL WILL BE DEEMED TO HAVE VOTED IN FAVOR OF
THE MERGER AND ACCORDINGLY TO HAVE WAIVED THEIR DISSENTERS' RIGHTS, UNLESS THE
SHAREHOLDER REVOKES THE PROXY PRIOR TO ITS BEING VOTED AND SATISFIES THE OTHER
REQUIREMENTS OF SUBTITLE 13.







                                       35
<PAGE>   42


         Upon consummation of the merger, or upon receipt of a payment demand,
Hebron Bancorp will pay each dissenting shareholder who has complied with all
statutory requirements and the dissenters' notice, and who was the beneficial
owner of Hebron Bancorp common stock prior to January 4, 1999 (the date the
merger proposal was first publicly announced), Hebron Bancorp's estimate of the
fair value of the shares as of the time immediately prior to the merger, plus
accrued interest but excluding any appreciation in value in anticipation of the
merger. For those dissenters who became beneficial owners of shares on or after
January 4, 1999, Hebron Bancorp will upon consummation of the merger provide
Hebron Bancorp's estimate of fair value, but may withhold payment of the fair
value of the shares until the dissenting shareholder agrees to accept the
estimated fair value amount in full satisfaction of the dissenting shareholder's
demand or until Hebron Bancorp is otherwise directed by a court of competent
jurisdiction.

         If consummation of the merger does not occur within sixty (60) days
after the date set for demanding payment and depositing share certificates,
Hebron Bancorp will return the deposited certificates and release the transfer
restrictions imposed on uncertificated shares of Hebron Bancorp common stock. If
consummation of the merger should take place after returning deposited
certificates and releasing transfer restrictions, Hebron Bancorp will mail or
deliver a new Notice to Dissenters and repeat the payment demand procedure.

         A dissenting shareholder may notify Hebron Bancorp in writing of the
shareholder's own estimate of the fair value of his or her shares, and the
amount of accrued interest due, and demand payment of his or her estimate (less
the amount of any payment made by Hebron Bancorp for the shares to the
dissenting shareholder) if:

         (a)      the dissenting shareholder believes the amount paid or
                  estimated by Hebron Bancorp is less than the fair value for
                  his or her shares of Hebron Bancorp common stock; or

         (b)      Hebron Bancorp fails to make payment to the dissenting
                  shareholder within sixty (60) days after the date set for
                  demanding payment; or

         (c)      the consummation of the merger has not occurred within sixty
                  (60) days after the date set for demanding payment and
                  depositing share certificates, and Hebron Bancorp does not
                  return the deposited certificates or release the transfer
                  restrictions imposed on uncertificated shares within sixty
                  (60) days after the date set for demanding payment.

         Such a demand for payment must be made in writing within thirty (30)
days after Hebron Bancorp has made payment for the dissenting shareholder's
shares or has offered to pay Hebron Bancorp's estimate of fair value for the
dissenting shareholder's shares. A dissenting shareholder who fails to make the
demand within this time waives the right to demand payment for the shareholder's
shares.




                                       36
<PAGE>   43



         Hebron Bancorp can elect to agree with the dissenting shareholder's
fair value demand. If a demand for payment remains unsettled, however, Hebron
Bancorp must commence a proceeding in the circuit court of Boone County within
sixty (60) days after receiving the payment demand from the dissenting
shareholder and petition the court to determine the fair value of the shares. If
Hebron Bancorp fails to commence the proceeding within the sixty (60) day
period, it must pay each dissenting shareholder whose demand remains unsettled
the amount demanded. Hebron Bancorp must make all dissenting shareholders whose
demands remain unsettled parties to the proceeding and all parties must be
served a copy of the petition. The court may appoint one or more persons as
appraisers to receive evidence and recommend a decision on the question of fair
value. Each dissenting shareholder made a party to the proceeding is entitled to
judgment for the amount, if any, by which the court finds the fair value of the
dissenting shareholder's shares, plus interest, exceeds the amount paid by
Hebron Bancorp.

         The court in an appraisal proceeding shall determine all costs of the
proceeding, including the reasonable compensation and expenses of appraisers
appointed by the court, and shall assess these costs and the fees and expenses
of counsel and experts for the respective parties against the corporation. The
court, however, may assess costs against all or some of the dissenters, in
amounts the court finds equitable, to the extent it finds the dissenters acted
arbitrarily, vexatiously, or not in good faith in demanding payment under
Subtitle 13.

         Every Hebron Bancorp shareholder who does not deliver a notice of
intent to demand payment for his or her shares as described above, or who votes
in favor of the merger, is bound by the vote of the assenting shareholders and
will have no right to dissent and to demand payment of the fair value of the
shareholder's shares of Hebron Bancorp common stock as a result of the merger.
Such a shareholder will only be entitled to the same consideration described
herein to be offered to every other assenting Hebron Bancorp shareholder as a
result of the merger. Voting against the merger does not in itself constitute
the notice of intent to demand payment required by Subtitle 13.

         The Board of Directors of Hebron Bancorp has determined that the merger
is advisable and in the best interest of Hebron Bancorp's shareholders and has
unanimously recommended that the Hebron Bancorp shareholders vote in favor of
the merger.






                                       37
<PAGE>   44

Federal Income Tax Consequences Of The Merger
- ---------------------------------------------

         Assuming that (i) the merger constitutes a reorganization within the
meaning of Section 368(a)(1)(A) of the Internal Revenue Code; (ii) after the
transaction, First Financial, as successor of Hebron Bancorp, will hold
substantially all of Hebron Bancorp's assets; and (iii) in the transaction, the
Hebron Bancorp shareholders will exchange an amount of stock constituting
control of Hebron Bancorp solely for First Financial common stock; the following
is a summary of the tax consequences which will result:

         (a)      No gain or loss will be recognized by Hebron Bancorp
                  shareholders who exchange all of their Hebron Bancorp common
                  stock for First Financial common stock pursuant to the merger,
                  except to the extent of any cash received in lieu of receipt
                  of a fractional share of First Financial common stock.

         (b)      The basis of the First Financial common stock (including
                  fractional share interests) received by Hebron Bancorp
                  shareholders who exchange all of their Hebron Bancorp common
                  stock for First Financial common stock will be the same as the
                  basis of the Hebron Bancorp common stock surrendered in
                  exchange therefor.

         (c)      The holding period of the First Financial common stock
                  (including fractional share interests) received by Hebron
                  Bancorp shareholders who exchange all of their Hebron Bancorp
                  common stock for First Financial common stock will include the
                  period during which the Hebron Bancorp common stock was held,
                  provided the Hebron Bancorp common stock was held as a capital
                  asset on the date of the exchange.

         (d)      Where a cash payment is received by a Hebron Bancorp
                  shareholder in lieu of fractional shares of First Financial
                  common stock, the cash payment will be treated as a
                  distribution in redemption of the fractional share interest by
                  First Financial, subject to the provisions and limitations of
                  Section 302 of the Internal Revenue Code. Where such exchange
                  qualifies under Section 302(a) of the Internal Revenue Code,
                  such shareholder will recognize a capital gain or loss
                  provided that the Hebron Bancorp common stock was held as a
                  capital asset on the date of the merger.

         (e)      Any Hebron Bancorp shareholder who perfects dissenters' rights
                  and receives solely cash in exchange for such shareholder's
                  Hebron Bancorp common stock shall be treated as having
                  received such cash as a distribution in redemption of the
                  Hebron Bancorp common stock subject to the provisions and
                  limitations of Section 302 of the Internal Revenue Code.

         (f)      No gain or loss will be recognized by Hebron Bancorp or First
                  Financial in connection with the transaction.




                                       38
<PAGE>   45


         Receipt of a favorable ruling from the Internal Revenue Service or an
opinion of tax counsel with respect to the above is a condition precedent to
consummation of the merger. Any such opinion will be subject to certain
representations of Hebron Bancorp, First Financial and certain Hebron Bancorp
shareholders. Further, any such opinion will be based on current law, which
could be amended, revoked or modified with or without retroactive effect in a
manner which would change such opinion. Such opinion will not be binding on the
IRS, nor will the IRS be precluded from taking a contrary position. If litigated
by the IRS, there can be no assurances that a court will agree with any such
opinion.

         THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS BASED UPON THE
CODE, TREASURY REGULATIONS, CASE LAW AND INTERNAL REVENUE SERVICE RULINGS AS IN
EFFECT ON THE DATE HEREOF WITHOUT CONSIDERATION OF THE FACTS AND CIRCUMSTANCES
OF ANY PARTICULAR SITUATION OF ANY HEBRON BANCORP SHAREHOLDER. THIS DISCUSSION
ASSUMES THAT HEBRON BANCORP SHAREHOLDERS HOLD THEIR HEBRON BANCORP COMMON STOCK
AS CAPITAL ASSETS WITHIN THE MEANING OF SECTION 1221 OF THE CODE. SPECIAL TAX
CONSIDERATIONS NOT DISCUSSED HEREIN MAY BE APPLICABLE TO PARTICULAR CLASSES OF
TAXPAYERS, SUCH AS BROKER-DEALERS, INSURANCE COMPANIES, TAX EXEMPT
ORGANIZATIONS, FINANCIAL INSTITUTIONS, FOREIGN CORPORATIONS, OR TO ANY
SHAREHOLDER WHO ACQUIRED HEBRON BANCORP COMMON STOCK THROUGH THE EXERCISE OF AN
EMPLOYEE STOCK OPTION OR OTHERWISE AS COMPENSATION. EACH SHAREHOLDER SHOULD
CONSULT WITH HIS OR HER OWN TAX ADVISER WITH RESPECT TO THE SPECIFIC TAX
CONSEQUENCES OF THE MERGER TO HIM OR HER, INCLUDING THE APPLICATION AND EFFECT
OF EXISTING AND PROPOSED FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.

Accounting Treatment
- --------------------

         It is anticipated that the merger will be accounted for as a
pooling-of-interests. First Financial and Hebron Bancorp shall receive letters
at the Effective Time from Ernst & Young LLP and Crowe, Chizek and Company LLP
regarding the appropriateness of pooling-of-interests accounting for the merger
under Accounting Principles Board Opinion 16 if the merger is closed and
consummated in accordance with the terms of the Merger Agreement.








                                       39
<PAGE>   46

Restrictions On Resale Of First Financial Common Stock
- ------------------------------------------------------

         The issuance of the shares of First Financial common stock in
connection with the merger has been registered under the Securities Act. Such
shares may be traded freely and without restriction under federal and state
securities laws by those shareholders not deemed to be "affiliates" of Hebron
Bancorp as that term is defined in Rules 144 and 145 under the Securities Act.
"Affiliates" are generally defined as persons who control, are controlled by, or
are under common control with Hebron Bancorp at the time of the Hebron Bancorp
special meeting. Accordingly, affiliates of Hebron Bancorp will generally
include the directors and executive officers of Hebron Bancorp as well as Hebron
Bancorp's largest shareholders. In general, shares of First Financial common
stock received by affiliates of Hebron Bancorp pursuant to the merger may not be
publicly resold without registration under the Securities Act except pursuant to
the volume and manner of sale limitations and other requirements provided in
Rules 144 and 145. This Proxy Statement-Prospectus does not cover any resales of
First Financial common stock received by affiliates of Hebron Bancorp. Any owner
of Hebron Bancorp common stock who becomes an affiliate of First Financial will
be subject to similar restrictions under Rule 144.

         Pursuant to the terms of the Merger Agreement, in order for the merger
to qualify for pooling-of-interests accounting treatment, none of the shares of
First Financial common stock held by shareholders who are affiliates of First
Financial or Hebron Bancorp may be sold until such time as financial results
covering at least thirty days of post-merger combined operations of First
Financial and Hebron Bancorp have been published (the "Publication Date"). As a
result, no shareholder who is an affiliate of First Financial or Hebron Bancorp
will be permitted to sell any shares of First Financial common stock for the
period from the Effective Time to the Publication Date.

         In addition, in order to preserve the proposed tax-free status of the
merger and in order to ensure that the continuity of shareholder interest
requirements related thereto, and set forth in Treasury Regulation Section
1.368-1, will be satisfied with respect to the merger, certain shareholders of
Hebron Bancorp participating in the merger and First Financial will be required
to execute letters indicating that such shareholders have no present plans or
intentions to sell or dispose of the First Financial common shares received by
such shareholders in connection with the merger to any person "related," as
defined in Treasury Regulation Section 1.368-1(e)(3), to First Financial and
that First Financial and any such "related" person has no intention to acquire
any shares of such First Financial common stock.

         Except as provided above, there will be no restrictions on the transfer
of shares of First Financial common stock issued by First Financial pursuant to
the merger.




                                       40
<PAGE>   47

Regulatory Considerations
- -------------------------

         The proposed transaction requires the approval of the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board") under
section 3(a)(5) of the Bank Holding Company Act of 1956, as amended. The Bank
Holding Company Act provides that the Federal Reserve Board may not approve any
transaction which would result in a monopoly or which would be in furtherance of
any combination or conspiracy to monopolize or attempt to monopolize the
business of banking in any part of the United States, or any transaction the
effect of which in any section of the United States may be substantially to
lessen competition or to tend to create a monopoly or which in any other manner
might restrain trade, unless the Federal Reserve Board determines that the
anti-competitive effects of the proposed merger are clearly outweighed in the
public interest by the probable effect of the transaction in meeting the
convenience and needs of the community to be served.

         The merger may generally not be consummated for fifteen days after the
receipt of Federal Reserve Board approval. Such fifteen day period will become
thirty days, however, if the United States Department of Justice issues an
adverse comment relating to competitive factors. During such fifteen or thirty
day period, the United States Department of Justice may commence legal action
challenging the merger under the Federal anti-trust Laws. If the Justice
Department does not commence a legal action during such period, the merger may
be consummated and the Justice Department may not thereafter challenge the
transaction except in an action commenced under Section 2 of the Sherman
Anti-Trust Act.

         The merger is also subject to approval by the Kentucky Department of
Financial Institutions under Chapter 287 of the Kentucky Revised Statutes, which
provides for foreign bank holding company acquisitions.

         Applications requesting approval were submitted to the Federal Reserve
Board on March 4, 1999, and to the Kentucky Department of Financial Institutions
on March 10, 1999. First Financial and Hebron Bancorp anticipate that the merger
will be approved by the Federal Reserve Board and the Kentucky Department of
Financial Institutions and will not be challenged by the Justice Department
under the anti-trust laws. However, there can be no assurance that such
approvals will be given or whether conditions, if any, will be imposed on the
approvals or that the Justice Department will not challenge the merger.

         The approvals of the Federal Reserve Board and the Kentucky Department
of Financial Institutions are not to be interpreted as the opinion of the
regulatory authorities that the merger is favorable to Hebron Bancorp
shareholders, including from a financial point of view, or that these regulatory
authorities have considered the adequacy of the terms of the merger. The
approvals do not constitute an endorsement or a recommendation of the merger by
the regulatory authorities.


                                       41
<PAGE>   48


                              THE MERGER AGREEMENT


Structure Of The Merger
- ----------------------
         If the merger is approved by Hebron Bancorp shareholders at the special
meeting by at least a majority vote of the outstanding shares of Hebron Bancorp
common stock and if necessary regulatory approvals are received and the other
conditions required for the consummation of the transactions contemplated by the
Merger Agreement are satisfied or waived, Hebron Bancorp will merge with and
into First Financial in a transaction in which the following will occur at the
"Effective Time":

         (a)      Each of the then outstanding shares of Hebron Bancorp will be
                  canceled and extinguished in consideration and exchange for a
                  number of shares of First Financial common stock equal to the
                  Exchange Ratio (except for fractional shares and shares of
                  shareholders who exercise dissenters' rights, for which cash
                  shall be paid in exchange);

         (b)      Hebron Bancorp will merge with and into First Financial at the
                  Effective Time and First Financial will be the continuing,
                  surviving and resulting corporation in the merger; and

         (c)      Hebron Deposit Bank will become a wholly owned subsidiary of
                  First Financial.

Surrender Of Stock Certificates
- -------------------------------

         The Merger Agreement provides for the surrender of Hebron Bancorp
common stock certificates by the holders thereof before such holders may receive
certificates evidencing First Financial common stock. The Registrar and Transfer
Company will act as the exchange agent.

         As soon as practicable after the Effective Time, First Financial will
cause the exchange agent to prepare and mail to each holder of record of an
outstanding certificate or certificates representing shares of Hebron Bancorp a
letter of transmittal containing instructions for the surrender of the
certificate or certificates. Upon surrender of the Hebron Bancorp certificate or
certificates in accordance with instructions set forth in the letter of
transmittal, such holder shall be entitled to receive in exchange therefor
certificates representing the number of whole shares of First Financial into
which the shares represented by the certificate or certificates so surrendered
shall have been converted, without interest, plus any cash payment for any
fractional shares.




                                       42
<PAGE>   49

         The exchange agent shall not be obligated to deliver certificates for
First Financial common stock to a former shareholder of Hebron Bancorp until
such former shareholder surrenders his or her certificate or certificates
representing shares of Hebron Bancorp or, in lieu thereof, an appropriate
affidavit of loss and an indemnity agreement or bond as may be required by First
Financial. Until so surrendered for exchange, each such stock certificate
formerly representing shares of Hebron Bancorp common stock will be deemed for
all corporate purposes (except for the payment of dividends, which will be
subject to the exchange of stock certificates as above provided) to evidence the
ownership of the number of shares of common stock of the surviving corporation
that the holder thereof would be entitled to receive upon its surrender to First
Financial.

Effective Time Of The Merger
- ----------------------------

         The Effective Time is to be the later of the dates of filing of
articles of merger with the Secretaries of State of Kentucky and Ohio and is
expected to be as soon as practicable after the approval of the Merger Agreement
by Hebron Bancorp shareholders, the satisfaction of all conditions set forth in
the Merger Agreement and the receipt of approvals from regulatory authorities,
or at such later date as may be agreed upon by Hebron Bancorp and First
Financial. See "THE MERGER--Regulatory Considerations".

         No assurance can be provided that the necessary shareholder and
regulatory approvals will be obtained or that other conditions precedent to the
merger will be satisfied. In the event the merger is not consummated on or
before July 31, 1999, either party may terminate the Merger Agreement or the
parties may agree to extend the time for completion of the merger.

Fractional Interests
- --------------------

         No fractional shares of First Financial common stock will be issued as
a result of the merger. In lieu thereof, Hebron Bancorp shareholders having a
fractional interest will be paid in cash by First Financial for the fractional
interest. Such payment shall be equal to the fractional interest multiplied by
the Average Closing Price. The Merger Agreement defines the Average Closing
Price as the average of the daily closing sales price of a share of First
Financial common stock, as reported on the Nasdaq National Market, for the 20
consecutive Nasdaq trading days in which at least 1,000 shares were traded
ending on the second day after the day that is the latest of (i) the day of
expiration of the last waiting period with respect to any of the required
regulatory approvals, (ii) the day on which the last of the required regulatory
approvals is obtained, and (iii) the day on which the required Hebron Bancorp
shareholder approval is obtained.

Conditions To Consummation Of The Merger
- ----------------------------------------

         Consummation of the merger is subject to a number of conditions, each
of which may be waived by the party entitled thereto to the extent permissible
by applicable law, including the following:


                                       43
<PAGE>   50


         (a)      The receipt of all required regulatory approvals for the
                  completion of the merger and the expiration of any applicable
                  waiting periods, with no such approval or authorization
                  containing any provision which would be materially adverse to
                  the merged businesses of Hebron Bancorp and First Financial;

         (b)      The validity or legality of the transactions contemplated by
                  the Merger Agreement shall not have been materially questioned
                  by any suit, action, investigation by any governmental body or
                  other legal or administrative proceedings;

         (c)      The receipt of all consents required for the consummation of
                  the merger or for the prevention of any default under any
                  contract, agreement or permit of First Financial or Hebron
                  Bancorp which, if not obtained or made, is reasonably likely
                  to have, individually or in the aggregate, a material adverse
                  effect on the combined business affairs of First Financial and
                  Hebron Bancorp;

         (d)      Compliance by First Financial and Hebron Bancorp with their
                  respective covenants and the truth of all representations and
                  warranties as of the Effective Time;

         (e)      The absence of any material adverse change in the financial
                  condition, operations, corporate status or business of First
                  Financial and its subsidiary banks since December 31, 1997 or
                  of Hebron Bancorp or Hebron Deposit Bank since June 30, 1998;

         (f)      The receipt of opinions from First Financial's special counsel
                  and from Hebron Bancorp's special counsel with respect to
                  various corporate matters, due execution and delivery of the
                  Merger Agreement and various other merger related matters;

         (g)      The receipt of a favorable ruling from the Internal Revenue
                  Service or an opinion of counsel, in form and substance
                  satisfactory to First Financial and Hebron Bancorp, to the
                  effect that, under the Internal Revenue Code of 1986, as
                  amended (the "Internal Revenue Code"), no taxable gain or loss
                  will be recognized by Hebron Bancorp, First Financial or their
                  respective shareholders as a result of the merger, except in
                  respect of fractional share interests or dissenters receiving
                  cash;

         (h)      The receipt of an opinion from Professional Bank Services,
                  Inc., dated as of the date of this Proxy Statement-Prospectus,
                  that the consideration to be received by Hebron Bancorp
                  shareholders is fair from a financial point of view, and this
                  opinion shall not have been withdrawn at the Effective Time;

         (i)      The receipt of letters from Ernst & Young LLP and Crowe,
                  Chizek and Company LLP regarding the appropriateness of
                  pooling-of-interests accounting for the merger under
                  Accounting Principles Board Opinion 16 if the merger is closed
                  and consummated in accordance with the terms of the Merger
                  Agreement;



                                       44
<PAGE>   51


         (j)      The receipt by First Financial of a letter from Hebron Bancorp
                  identifying all persons who are, at the date of the special
                  meeting, "affiliates" of Hebron Bancorp for purposes of Rule
                  145 under the Securities Act of 1933 and for purposes of
                  qualifying the merger for pooling-of-interests accounting
                  treatment and the receipt on or prior to the Effective Time
                  from each person so identified of an agreement to restrict the
                  transfer of First Financial common stock received; and

         (k)      The approval of the Merger Agreement by Hebron Bancorp
                  shareholders at the special meeting by at least a majority
                  vote of the outstanding Hebron Bancorp shares.

         No assurance can be given that all of the conditions to the merger will
be satisfied or waived by any party permitted to do so.

Termination Of The Merger
- -------------------------

         The merger may be terminated at any time prior to the Effective Time
under any one or more of the following circumstances:

         (a)      By the mutual consent of the Boards of Directors of Hebron
                  Bancorp and First Financial;

         (b)      By First Financial if the percentage of the outstanding shares
                  of Hebron Bancorp common stock owned by shareholders who
                  perfect their Dissenters' Rights under Subtitle 13 of the
                  Kentucky Revised Statutes exceeds the percentage that would
                  allow First Financial to account for the merger as a
                  pooling-of-interests;

         (c)      By Hebron Bancorp or First Financial if, prior to the
                  Effective Time, the conditions to such party's obligation to
                  consummate the merger are not met;

         (d)      By Hebron Bancorp or First Financial if the required receipt
                  of any or all regulatory approvals for the completion of the
                  merger is not obtained or if any approvals or authorizations
                  contain any provisions which would be materially adverse to
                  the merged businesses of Hebron Bancorp and First Financial;

         (e)      By Hebron Bancorp or First Financial in the event that any
                  action or proceeding before any court, governmental body or
                  agency is instituted or threatened to restrain or prohibit the
                  merger and such corporation deems it unadvisable to proceed
                  with the Merger;

         (f)      By either Hebron Bancorp or First Financial if the requisite
                  approval of the shareholders of Hebron Bancorp is not obtained
                  or if the merger is not consummated on or before July 31,
                  1999;

         (g)      By either Hebron Bancorp or First Financial if the average of
                  the daily per share closing sales price of a share of First
                  Financial common stock for the 20 consecutive Nasdaq trading
                  days, in which at least 1,000 shares were traded, ending on
                  the second trading day preceding the Effective Time is less
                  than $20.00 per share; or



                                       45
<PAGE>   52

         (h)      By Hebron Bancorp if the Average Closing Price, as defined in
                  the Merger Agreement, of First Financial common stock is less
                  than $23.857995; the HBI Ratio is less than the Index Ratio,
                  as both terms are defined in the Merger Agreement; and First
                  Financial decides not to increase the Exchange Ratio according
                  to the method described in the Merger Agreement.

First Financial Average Closing Price And Termination Of The Merger
- -------------------------------------------------------------------

         The Merger Agreement contains a provision that permits Hebron Bancorp
to terminate the Merger Agreement if there is a significant and prolonged
decline in the per share market price of First Financial common stock that is
not coincidental with a decline in the stock prices of certain other financial
institution holding companies, unless First Financial is willing to increase the
Exchange Ratio.

         The following discussion uses the terms defined below:

o        VALUATION DATE - the second trading day after the day that is the
         latest of (i) the day of expiration of the last waiting period with
         respect to any of the required regulatory approvals, (ii) the day on
         which the last of the required regulatory approvals is obtained, and
         (iii) the day on which the required Hebron Bancorp stockholder approval
         is obtained.

o        AVERAGE CLOSING PRICE - the average of the daily closing sales price of
         First Financial common stock, as reported on the Nasdaq National Market
         for the 20 consecutive trading days, in which at least 1,000 shares
         were traded, ending on the Valuation Date.

o        HBI RATIO - the number obtained by dividing First Financial's Average
         Closing Price by $28.0682.

o        INDEX GROUP - 31 specified financial institution holding companies, 17
         with headquarters in Ohio and 14 with headquarters in Indiana. All
         specified companies are publicly traded and have not announced an
         acquisition transaction at any time during the period beginning on the
         date of the Merger Agreement and ending on the valuation date. If the
         common stock of any of the specified companies ceases to be publicly
         traded or if an acquisition transaction involving any of the specified
         companies is announced, that company will be removed from the Index
         Group.

o        INDEX PRICE - the price obtained by dividing the sum of the December
         31, 1998, closing sales price of each of the stocks in the Index Group
         by the number of holding companies composing the Index Group. December
         31, 1998 is the last trading day before the public announcement of the
         Merger Agreement.

o        AVERAGE INDEX PRICE - the price resulting from dividing (i) the sum of
         the average of the daily closing sales price for the common stock of
         each financial institution composing the Index Group during the 20
         consecutive trading days ending on the Valuation Date by (ii) the
         number of financial institutions composing the Index Group.



                                       46
<PAGE>   53

o        INDEX RATIO - the number obtained by dividing the Average Index Price
         by the Index Price and subtracting 0.15 from the quotient.

         Prior to making any decision to terminate, or allow the termination of,
the Merger Agreement, each of the Hebron Bancorp and the First Financial Boards
would consult with its respective financial and other advisors and would
consider all financial and other information it deemed relevant to its decision.
It is not possible to know whether the Price-Based Termination right will be
triggered until after the Valuation Date. The Hebron Bancorp Board has made no
decision as to whether it would exercise its right to terminate the Merger
Agreement if the termination right has been triggered. In consideration whether
to exercise its termination right in such situation, the Hebron Bancorp Board
would, consistent with its fiduciary duties, take into account all relevant
facts and circumstances that exist at such time and would consult with its
financial advisors and legal counsel. Approval and adoption of the Merger
Agreement by the stockholders of Hebron Bancorp at the special meeting will
confer on the Hebron Bancorp Board the power, consistent with its fiduciary
duties, to elect to consummate the merger in the event the termination right is
triggered, whether or not there is any increase in the Exchange Ratio and
without any further action by, or resolicitation of, the stockholders of Hebron
Bancorp.

         The merger may be terminated and abandoned upon a majority vote of
Hebron Bancorp's Board of Directors at any time during the ten-day period
commencing on the Valuation Date if both of the following conditions are
satisfied:

         (a)      the Average Closing Price is less than $23.857995, and

         (b)      the HBI Ratio is less than the Index Ratio.

         Prompt written notice must be given to First Financial if Hebron
Bancorp's Board of Directors elects to exercise this termination right. This
notice may be withdrawn at any time during the ten-day period commencing on the
Valuation Date, provided that First Financial has not yet exercised its right,
as described below, to terminate the Merger Agreement. During the five days
commencing with the receipt of the written notice, First Financial will have the
option to avoid the termination of the Merger Agreement by electing to increase
the Exchange Ratio to the lesser of:

         (a)      the quotient obtained by dividing $486.1655 by the Average
                  Closing Price, or

         (b)      the quotient obtained by multiplying the Index Ratio and the
                  Exchange Ratio, as then in effect, and dividing the resulting
                  product by the HBI Ratio.

         If First Financial decides to increase the Exchange Ratio, prompt
written notice of its decision will be provided Hebron Bancorp. If First
Financial decides to increase the Exchange Ratio, the Merger Agreement will
remain in effect in accordance with its original terms, except for the
modification of the Exchange Ratio. If First Financial decides not to increase
the Exchange Ratio or does not provide prompt written notice during the five day
period, the Merger Agreement will terminate immediately.


                                       47
<PAGE>   54


                        INFORMATION ABOUT FIRST FINANCIAL


         Information about First Financial is included in the First Financial
Form 10-K, previously incorporated herein by reference.

Recent Developments
- -------------------

         PENDING MERGER WITH SAND RIDGE FINANCIAL CORPORATION. First Financial
signed a plan and agreement of merger with Sand Ridge Financial Corporation,
Highland, Indiana ("Sand Ridge Financial") on December 16, 1998. The
consideration to be paid to Sand Ridge Financial shareholders pursuant to the
merger agreement is fixed at 5,115,000 shares of First Financial common stock in
exchange for all outstanding shares of Sand Ridge Financial common stock. After
the merger, Sand Ridge Bank, Sand Ridge Financial's only subsidiary, will become
a wholly owned subsidiary of First Financial.

         As of December 31, 1998, Sand Ridge Financial had total assets of
approximately $557 million, loans outstanding of $318 million, total deposits of
$449 million and total shareholders' equity of $45 million. Its equity-to-assets
ratio at December 31, 1998 was 7.99%. Sand Ridge Financial had net earnings for
the year ended December 31, 1998, of approximately $5,448,000 or $90.80 per
share. See "PRO-FORMA UNAUDITED CONSOLIDATED BALANCE SHEET" and "PRO-FORMA
UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS."

         The merger with Sand Ridge Financial is subject to numerous conditions
including, among others, regulatory and shareholder approvals. First Financial
is unable to predict when or whether such conditions will be satisfied.
Accordingly, there can be no assurance that the proposed merger with Sand Ridge
Financial will be consummated. Provided all conditions are met and approvals
obtained, the proposed merger is anticipated to be completed during the second
quarter of 1999.






                                       48
<PAGE>   55

General
- -------

         First Financial is a corporation organized under the laws of the State
of Ohio and is registered as a bank holding company as well as a savings and
loan holding company. Its principal executive offices are located in Hamilton,
Ohio. First Financial owns the following subsidiaries:

     Bank subsidiaries:
         First National Bank of Southwestern Ohio, Hamilton, Ohio 
         Community First Bank & Trust, Celina, Ohio 
         Union Trust Bank, Union City, Indiana
         Indiana Lawrence Bank, North Manchester, Indiana 
         Citizens First State Bank, Hartford City, Indiana
         Union Bank & Trust Company, North Vernon, Indiana 
         The Clyde Savings Bank Company, Clyde, Ohio 
         Peoples Bank and Trust Company, Sunman, Indiana 
         Bright National Bank, Flora, Indiana
         Farmers State Bank, Liberty, Indiana 
         National Bank of Hastings, Hastings, Michigan 
         Vevay Deposit Bank, Vevay, Indiana

     Savings bank subsidiaries:
         Fidelity Federal Savings Bank, Marion, Indiana
         Home Federal Bank, a Federal Savings Bank, Hamilton, Ohio

     Finance company subsidiary:
         First Finance Mortgage Company of Southwestern Ohio, Inc.,
           Hamilton, Ohio

         For further information about First Financial, see "Item 1. Business"
in the First Financial Form 10-K, which has previously been incorporated herein
by reference.






                                       49
<PAGE>   56

                INFORMATION ABOUT THE BUSINESS OF HEBRON BANCORP

General
- -------

         Hebron Bancorp, a bank holding company, was established in 1994 and is
headquartered in Hebron, Kentucky. The holding company's wholly owned
subsidiary, Hebron Deposit Bank, was chartered by the State of Kentucky as a
state bank in 1920. Hebron Deposit Bank's primary market area includes the
cities of Hebron, Burlington and Petersburg, Kentucky and the contiguous areas
within Boone County, Kentucky. The economic base of Hebron Deposit Bank's
primary market area is primarily industrial and light manufacturing, but also
includes agricultural products and retail. The Cincinnati-Northern Kentucky
International Airport is located in Boone County and is a major employer for the
area. In addition, the airport has significant economic influence on the
Kentucky, Ohio, Indiana tri-state area.

         As of December 31, 1998, Hebron Bancorp had total assets of
approximately $112 million, total deposits of approximately $96 million and
shareholders' equity of approximately $11.8 million. It had 37 employees at
December 31, 1998.

         Hebron Deposit Bank has operated as a traditional community bank since
its founding. As with many community banks, its lending focus is strongly real
estate and consumer lending oriented. As of December 31, 1998, approximately
76.9% of its lending portfolio was comprised of real estate loans. The balance
of its loan portfolio is fairly evenly divided between consumer and commercial
loans. Lendable funds are obtained primarily from deposits and loan principal
payments. Hebron Deposit Bank offers a full line of checking and NOW accounts,
savings, certificates of deposit and individual retirement accounts. In addition
to originating loans, Hebron Deposit Bank invests in U.S. treasury and federal
agency securities, mortgage-backed securities and state and municipal
securities.

Competition
- -----------

         Hebron Deposit Bank competes for deposits and loans with other
commercial banks, savings associations, savings banks, and credit unions.
Competition from entities other than financial institutions has become
significant. Such deposit competitors include insurance companies and issuers of
commercial paper and other securities, such as shares in money market and stock
mutual funds. Loan competitors include consumer finance companies, leasing
companies, insurance companies and mortgage brokers. Major retail corporations
compete for loans by offering retail installment contracts.

         Hebron Deposit Bank competes for loan originations primarily through
interest rates and loan fee charges and through the efficiency and quality of
services it provides to borrowers. The primary factors in competing for deposits
are interest rates, quality of service and convenience of office locations.




                                       50
<PAGE>   57

         Competition is affected by, among other things, the general
availability of lendable funds, general and local economic conditions, current
interest rate levels and other factors that are not readily predictable.

Regulation
- ----------

         Hebron Bancorp, as a bank holding company, is subject to supervision
and/or regular examination by the Federal Reserve Board. Hebron Deposit Bank, as
a state bank and a nonmember of the Federal Reserve, is subject to supervision
and regular examination by the Kentucky Department of Financial Institutions and
by the Federal Deposit Insurance Corporation.

Properties
- ----------

         Hebron Deposit Bank conducts its business through its main office in
Hebron, Kentucky and two branch offices located in Burlington and Petersburg,
Kentucky. All office facilities are owned by Hebron Deposit Bank.
Hebron Bancorp does not directly own any real property.

Legal Proceedings
- -----------------

         Neither Hebron Bancorp nor Hebron Deposit Bank is presently involved in
any legal proceedings of a material nature. From time to time, Hebron Deposit
Bank is a party to legal proceedings incidental to its business to enforce its
security interests in collateral pledged to secure loans it has made.

Certain Transactions With Hebron Bancorp
- ----------------------------------------

         At December 31, 1998, certain directors and executive officers of
Hebron Bancorp and members of their immediate families were indebted to Hebron
Deposit Bank in the aggregate amount of approximately $1,281,000. Such
indebtedness was incurred in the ordinary course of business on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with unrelated persons. All such loans were
current at December 31, 1998 and are not considered to involve more than the
normal risk of collectibility or to present other unfavorable features.



                                       51
<PAGE>   58


               PRINCIPAL SHAREHOLDERS AND OWNERSHIP BY MANAGEMENT


         For information regarding the principal shareholders of First Financial
and ownership of First Financial common stock by First Financial's directors and
executive officers, see "Item 12. Security Ownership of Certain Beneficial
Owners and Management" in the First Financial Form 10-K, which is incorporated
herein by reference.

         The following table sets forth certain information regarding the number
of shares of common stock of Hebron Bancorp beneficially owned by each director
of Hebron Bancorp and by all directors and executive officers of Hebron Bancorp
as a group as of the Record Date:

<TABLE>
<CAPTION>
                                                                 Number of           Percent of Shares
                              Name                                Shares               Outstanding
                              ----                                ------               -----------
<S>                                                           <C>                     <C>   
           Wilma C. Scheben                                     9,750 (1)               16.25%
           Michael A. Conner                                    7,150 (2)               11.92%
           Wilma C. Scheben & Michael A. Conner                   250                    0.42%
           Joseph B. Aylor                                      1,500 (3)                2.50%
           Stephen K. Dallas                                      400 (4)                0.67%
           Ronald E. Garnett                                    5,150 (5)                8.58%
           William L. Goodridge                                 2,500                    4.17%
           Charles T. Moore                                       150                    0.25%
           Robert C. Ruebel                                       400                    0.67%

           All executive officers and
           directors as a group
           (9 persons)                                         27,300                   45.50%
</TABLE>

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

         (1)      Of these, 150 shares are owned jointly with other individuals.
         (2)      Of these, 1,300 shares are owned by Mr. Conner's wife, for
                  which Mr. Conner disclaims beneficial ownership, and 2,850
                  shares are owned jointly with his wife.
         (3)      All of Mr. Aylor's shares are owned by Aylor Holdings, LLC, of
                  which Mr. Aylor is the sole unit owner.
         (4)      Of these, 250 shares are owned by Mathis, Dallas & Frohlich,
                  of which Mr. Dallas is a partner. Mr. Dallas disclaims
                  beneficial ownership of those shares.
         (5)      Of these, 100 shares are owned by Mr. Garnett's wife, for
                  which Mr. Garnett disclaims beneficial ownership.

No individuals other than the members of Hebron Bancorp's Board of Directors
listed above are known to beneficially own 5.00% or more of the outstanding
common stock of Hebron Bancorp as of the Record Date.


                                       52
<PAGE>   59


                   COMPARATIVE MARKET AND DIVIDEND INFORMATION

Nature Of Trading Market
- ------------------------

         The First Financial common stock is quoted on the Nasdaq National
Market under the symbol "FFBC". On April __, 1999, the last reported sale price
of First Financial common stock as reported on the Nasdaq National Market was
$_____ per share.

         The Hebron Bancorp common stock is not traded on an established public
market. Hebron Bancorp management is aware of only one sale of Hebron Bancorp
common stock since the holding company was formed in 1994, but does not know the
price at which the shares traded.

         The following table sets forth, for the periods indicated, the high and
low sales prices per share of First Financial common stock as reported on the
Nasdaq National Market. All prices have been adjusted to give retroactive effect
to stock dividends and stock splits.

<TABLE>
<CAPTION>
                                              FIRST FINANCIAL           FIRST FINANCIAL
                                                 HIGH BID                  LOW BID 
                                                 --------                  ------- 
<S>                                                 <C>                       <C>  
         1996
         ----
         First Quarter                              13.34                     12.58
         Second Quarter                             13.15                     11.84
         Third Quarter                              13.15                     12.02
         Fourth Quarter                             13.43                     12.49

         1997
         ----
         First Quarter                              15.19                     12.60
         Second Quarter                             17.15                     13.95
         Third Quarter                              23.07                     16.12
         Fourth Quarter                             22.95                     21.14

         1998
         ----
         First Quarter                              26.70                     21.82
         Second Quarter                             28.98                     23.41
         Third Quarter                              26.70                     22.73
         Fourth Quarter                             31.00                     25.00

         1999
         ----
         First Quarter                              _____                     _____
</TABLE>

         As of March __, 1999, there were approximately _______ holders of
record of First Financial common stock. As of April 1, 1999, Hebron Bancorp had
93 shareholders of record.




                                       53
<PAGE>   60


Dividends
- ---------

         The following table sets forth the per share cash dividends declared on
First Financial and Hebron Bancorp common stock, respectively, for each quarter
since January 1, 1996. First Financial dividends have been adjusted to give
retroactive effect to all stock dividends and stock splits.

<TABLE>
<CAPTION>
                                                   FIRST                    HEBRON
                                                 FINANCIAL                  BANCORP
                                                 ---------                  -------
<S>                                                 <C>                       <C> 
         1996
         ----
         First Quarter                              .11
         Second Quarter                             .11
         Third Quarter                              .11
         Fourth Quarter                             .12                       4.00

         1997
         ----
         First Quarter                              .12
         Second Quarter                             .12
         Third Quarter                              .14
         Fourth Quarter                             .14                       5.00

         1998
         ----
         First Quarter                              .14
         Second Quarter                             .14
         Third Quarter                              .14
         Fourth Quarter                             .15                       5.50

         1999
         ----
         First Quarter                              ___                       ____
</TABLE>

         In the Merger Agreement, First Financial and Hebron Bancorp agreed that
if the Effective Time is after First Financial's record date for its first
quarter, 1999 regular dividend, which date is April 1, 1999, Hebron Bancorp
shareholders will receive a quarterly dividend of $1.50 per share. Hebron
Bancorp shareholders will receive an additional dividend of $1.50 per share if
the Effective Time is after First Financial's record date for its second
quarter, 1999 regular dividend, which date is July 1, 1999.

         The future dividend policy of First Financial is subject to the
discretion of First Financial's Board of Directors, cash needs, general business
conditions and dividends from subsidiaries.

         For certain restrictions on the payment of dividends by First Financial
and Hebron Bancorp, see "COMPARISON OF COMMON STOCK AND SHAREHOLDERS'
RIGHTS--Dividend Rights."



                                       54
<PAGE>   61


               COMPARISON OF COMMON STOCK AND SHAREHOLDERS' RIGHTS

         The following summary comparison of the terms of the common stock of
Hebron Bancorp and First Financial, and the rights of holders thereof, does not
purport to be complete and is qualified in its entirety by reference to First
Financial's Articles of Incorporation, Hebron Bancorp's Articles of
Incorporation, First Financial's Regulations and Hebron Bancorp's By-Laws.
Various features of the Articles of Incorporation and Regulations of First
Financial differ from Hebron Bancorp's Articles of Incorporation and By-Laws.
The following discussion summarizes the differences that are deemed to be
material by First Financial.

Authorized But Unissued Shares
- ------------------------------

         First Financial's Articles of Incorporation authorize the issuance of
60,000,000 shares, without par value, of First Financial common stock, of which
36,320,338 shares were issued and outstanding at December 31, 1998. At its
upcoming annual meeting of shareholders, First Financial is proposing to
increase its authorized common shares to 160,000,000 shares. The remaining
authorized but unissued shares of First Financial common stock may be issued
upon authorization of the Board of Directors without prior shareholder approval.

         Hebron Bancorp's Articles of Incorporation authorize the issuance of
120,000 shares, without par value, of Hebron Bancorp common stock, of which
60,000 shares were issued and outstanding at December 31, 1998.

Dividend Rights
- ---------------

         The holders of Hebron Bancorp and First Financial common stock are
entitled to dividends and other distributions when, as and if declared by their
respective Boards of Directors out of funds legally available therefor. Subject
to certain regulatory restrictions, dividends may be paid in cash, property or
shares of common stock, unless the entity is insolvent or the dividend payment
would render it insolvent.

         The amount of dividends, if any, that might be declared by First
Financial following the merger will necessarily depend upon many factors,
including, without limitation, future earnings, capital requirements, business
conditions of subsidiaries (since First Financial will be dependent upon
dividends paid to it by its subsidiaries) and the discretion of First
Financial's Board of Directors. Dividends paid to First Financial by its
subsidiary financial institutions are subject to the regulations of various
regulatory authorities. A Federal Reserve Board Policy Statement provides that
cash dividends paid by a bank holding company should meet the following two
guidelines: (1) the organization's net income available to common shareholders
over the past year should be sufficient to fully fund the dividends and (2) the
prospective rate of earnings retention by the organization appears consistent
with capital needs, asset quality, and overall financial condition. First
Financial has complied with the first guideline since its organization in 1983
and believes it has also complied with the second guideline.



                                       55
<PAGE>   62

Directors
- ---------

         After the merger, Hebron Bancorp's Board of Directors will cease to
exist and First Financial's Board of Directors will be the Board of Directors
for the Surviving Corporation, except that Bruce E. Leep, a member of Sand Ridge
Bank's Board of Directors, will be appointed to First Financial's Board promptly
after the effective time for the merger with Sand Ridge Financial. First
Financial does NOT have a similar agreement with Hebron Bancorp, Inc.

         The number of directors of First Financial can be no less than nine and
no more than 25. First Financial currently has 15 directors, not including Mr.
Leep, divided into three classes of directors. The size of the Board can be
increased or decreased at any time by:

         a.       the affirmative vote of two-thirds (2/3rds) of the whole
                  authorized number of directors, or

         b.       the affirmative vote of the holders of at least two-thirds
                  (2/3rds) of the outstanding voting power of First Financial at
                  a meeting of shareholders, at which a quorum is present,
                  called for the purpose of electing directors.

         First Financial's Board of Directors may not, under provisions of First
Financial's Regulations, increase the authorized number of directors by more
than three positions during any period between annual meetings.

         First Financial directors are elected to three-year terms, with the
term of office of one class expiring each year. Shareholders of First Financial
annually elect only one of the three classes. This method of election could be
considered an impediment for a takeover of control of First Financial by third
parties.

         Hebron Bancorp's Articles of Incorporation provide for a Board of
Directors of no less than five and no more than fifteen persons, the exact
number to be determined by resolution adopted by a majority of the full Board of
Directors. Hebron Bancorp currently has eight directors on its Board. The
Articles of Incorporation provide that the terms of the Board members may be
staggered in accordance with Kentucky law, if approved by a resolution of the
Board of Directors. Hebron Bancorp's Board has not adopted such a resolution,
and all directors are elected by the shareholders to one-year terms at each
annual meeting.





                                       56
<PAGE>   63


         Nominations for the election of First Financial directors may be made
by the Board of Directors, a committee appointed by the Board of Directors or by
any shareholder entitled to vote in the election of directors. Shareholders
intending to nominate director candidates for election must deliver written
notice thereof to the Secretary of First Financial no later than (i) 90 days
prior to the date one year from the date of the immediately preceding annual
meeting of shareholders with respect to an election to be held at an annual
meeting of shareholders, or (ii) the close of business on the tenth day
following the date on which a meeting notice is first given to shareholders with
respect to an election to be held at a special meeting of shareholders. The
written notice must set forth certain information, as described in the
Regulations, concerning the shareholder and the person being nominated. Any
person not nominated in compliance with the prescribed procedures will not be
eligible for election as a director. Hebron Bancorp's By-Laws do not describe
the method for making nominations for the election of directors.

         A majority of First Financial's directors in office at any time, though
less than a majority of the whole authorized number of directors, may, by a vote
of a majority of their number, fill any director's office that is created by an
increase in the number of directors or by a vacancy. Any directors so chosen
will hold office for the remaining length of the term; a vote by First Financial
shareholders is not required. The affirmative vote of a majority of Hebron
Bancorp's directors then in office is required to fill any vacancies in Hebron
Bancorp's Board or fill any newly created director positions. A director
appointed to fill a vacancy shall serve the remainder of the predecessor's
unexpired term, which will be until the next election since board members are
elected to one year terms. A person appointed to fill a newly created director
position may hold office only until the next election of directors by the
shareholders.

         Any director or the entire Board of Directors of Hebron Bancorp may be
removed, with or without cause, at a meeting of shareholders called expressly
for that purpose, by the unanimous vote of the holders of the shares then
entitled to vote at an election of directors. A First Financial director may be
removed only if a court of law finds such director guilty of a felony or if the
director has breached his or her fiduciary duty under the laws of Ohio.

         First Financial's Regulations have an age limitation preventing
election or re-election of directors who have reached the age of 70 years or
older. Hebron Bancorp's Articles of Incorporation and By-Laws do not contain
such an age limitation.


Quorum For Shareholders' Meetings
- ---------------------------------

         Except as provided by law, the holders of record of a majority of
outstanding shares, in person or by proxy, are required for a quorum at all
First Financial and Hebron Bancorp shareholders' meetings.




                                       57
<PAGE>   64

Voting Rights
- -------------

         The holders of Hebron Bancorp common stock and First Financial common
stock are entitled to one vote per share on all matters presented for
shareholder vote. Shareholders of Hebron Bancorp have cumulative voting rights
in the election of directors, while shareholders of First Financial do not have
cumulative voting rights. Under cumulative voting, a shareholder may cast a
number of votes equal to the number of directors to be elected multiplied by the
number of shares owned by the shareholder. The shareholder may cast the whole
number of votes for one candidate or distribute the votes among two or more
candidates. Since First Financial does not have cumulative voting, a shareholder
may only vote for or against or abstain from voting for each candidate.

Special Meetings
- ----------------

         Special meetings of the shareholders of First Financial may be called
for any purpose by the Chairman of the Board of Directors; by the President; by
the Vice President authorized to exercise the authority of the President upon
his absence, death or disability; by resolution of the directors; or by holders
of not less than 50% percent of the outstanding voting power of First Financial.

         Special meetings of the shareholders of Hebron Bancorp may be called by
the Chief Executive Officer, by a majority of the Board of Directors, or by
shareholders holding of record not less than one-fifth (1/5th) of all shares of
Hebron Bancorp common stock outstanding and entitled to vote on the business
proposed to be transacted at the meeting.

Notice Of Shareholder Meetings
- ------------------------------

         First Financial and Hebron Bancorp have similar notification
requirements. Notice of shareholder meetings shall be mailed, postage prepaid,
to every shareholder of record at the address appearing on the respective
company's books at least ten days prior to the date of the meeting. Notices for
Hebron Bancorp shareholder meetings cannot be mailed more than fifty days before
the date of the meeting.

Preemptive Rights
- -----------------

         As permitted by law, neither First Financial's nor Hebron Bancorp's
Articles of Incorporation provide for preemptive rights.




                                       58
<PAGE>   65

Redemption And Assessment
- -------------------------

         Shares of First Financial and Hebron Bancorp common stock are not
subject to further call or assessment. A bank holding company may redeem or
purchase shares of its Common Stock with funds legally available therefor,
provided it gives prior notice to the Federal Reserve Board if the consideration
to be paid for the purchase or redemption, when aggregated with the
consideration paid for all purchases or redemptions for the preceding twelve
months, equals or exceeds 10% of its consolidated net worth. This prior
notification is not required if the bank holding company (a) exceeds the
thresholds established for a "well-capitalized" institution both before and
after the redemption, (b) received a composite "1" or "2" rating at its most
recent regulatory inspection, and (c) is not the subject of any unresolved
supervisory issues. First Financial currently meets these three requirements and
is not required to notify the Federal Reserve Board before purchasing shares of
its common stock. Redemptions may not be made when First Financial is insolvent
or, as a result of the redemption, would be rendered insolvent. Redemptions or
repurchases of Hebron Bancorp common stock are also subject to these
limitations.

75% Majority Vote Required
- --------------------------

         The Articles of Incorporation for Hebron Bancorp require a 75% majority
vote of the outstanding shares of Hebron Bancorp common stock for any of the
transactions listed below, unless such action is approved and recommended to the
shareholders by at least 80% of the directors:

         a.       The sale, exchange, lease, transfer or other disposition of
                  all or substantially all of the assets of Hebron Bancorp;

         b.       The purchase, exchange, lease or other acquisition by Hebron
                  Bancorp or any of its subsidiaries of all or substantially all
                  of the assets or business of another company or person;

         c.       The merger or consolidation of Hebron Bancorp or any of its
                  subsidiaries with or into another organization, irrespective
                  of which organization is the surviving entity of the
                  transaction;

         d.       Any reclassification, recapitalization or other transaction
                  that has the effect of decreasing or increasing the number of
                  outstanding shares of Hebron Bancorp or its subsidiaries by
                  more than 25%; and

         e.       Any amendment or repeal of the above four items or the
                  adoption of any provision that is inconsistent with the above
                  four items.

         The Board is required to look at other constituents other than the
adequacy of the consideration in a merger proposal and the Board did review each
of the other constituencies.


                                       59
<PAGE>   66


         The Board of Directors of Hebron Bancorp has unanimously approved and
recommended the Merger Agreement. The affirmative vote of a majority of
outstanding shares of Hebron Bancorp common stock is therefore needed for
approval of the Merger Agreement.

Informal Action By Shareholders
- -------------------------------

         Under Hebron Bancorp's By-Laws, any action required to be taken, or
which may be taken, at a meeting of shareholders may be taken without a meeting
if a written consent, setting forth the action to be taken, is signed by all the
shareholders entitled to vote with respect to such action. First Financial's
Articles of Incorporation or By-Laws do not contain a similar provision. Ohio
statutes, however, allow shareholders to take action without a meeting upon
satisfaction of similar requirements.

Emergency By-Laws
- -----------------

         Hebron Bancorp's By-Laws contain a set of emergency by-laws that will
take effect upon the occurrence of a natural or man-made disaster or a similar
emergency condition and, as a result of such disaster or emergency, a quorum of
the Board of Directors cannot readily be convened. Under the emergency by-laws,
any officer or director of Hebron Bancorp may call a meeting of the Board of
Directors, providing notice of the meeting to as many directors as it may be
feasible to reach using any available means of communication. The director or
directors in attendance at that meeting shall constitute a quorum. Other
emergency powers include modifying lines of succession if any or all officers of
Hebron Bancorp are rendered incapable of discharging their duties as a result of
the disaster or emergency and relocating the main office to another location.

         Each of First Financial's subsidiaries have a "Business Resumption
Plan," but emergency provisions are not included in its Articles of
Incorporation or Regulations.

Amendments To Articles And Regulations/By-Laws
- ----------------------------------------------

         Any provision of First Financial's Articles of Incorporation may be
amended, altered, changed or repealed by following the procedures prescribed by
the then current laws of the State of Ohio.

         Any section of Hebron Bancorp's Articles of Incorporation may be
amended or repealed by following the procedures prescribed by the then current
laws of the Commonwealth of Kentucky, except for repeal or amendment of the
section of the Articles requiring a 75% majority vote of outstanding shares of
Hebron Bancorp common stock entitled to vote, as described in "75% Majority Vote
Required."

         Hebron Bancorp's By-Laws may be amended, altered, repealed or replaced
by the unanimous vote of the entire Board of Directors or by the shareholders of
Hebron Bancorp by following the procedures prescribed by the then current laws
of the Commonwealth of Kentucky .



                                       60
<PAGE>   67


         First Financial's Regulations may be amended, altered, repealed or
replaced by the affirmative vote of at least two-thirds (2/3rds) of shares
outstanding at a meeting of shareholders called for such purpose, unless the
change or changes is recommended by the affirmative vote of two-thirds (2/3rds)
of the whole authorized number of directors. If recommended by the affirmative
vote of two-thirds (2/3rds) of the whole authorized number of directors, the
affirmative vote of a majority of the outstanding shares will be required for
approval.

Provisions Affecting Business Combinations And Changes In Control
- -----------------------------------------------------------------

         Ohio law governs the rights of shareholders of First Financial. Chapter
1704 of the Ohio Revised Code (the "ORC") may be viewed as having an
anti-takeover effect. This statute, in general, prohibits an "issuing public
corporation," the definition of which includes First Financial, from entering
into a "Chapter 1704 Transaction" with the beneficial owner, or affiliates of
such beneficial owner, of 10.0% or more of the outstanding shares of the
corporation (an "interested shareholder") for at least three years following the
date on which the interested shareholder attains such 10.0% ownership, unless
the board of directors of the corporation approves, prior to such person
becoming an interested shareholder, either the transaction or the acquisition of
shares resulting in a 10.0% ownership position. A "Chapter 1704 Transaction" is
broadly defined to include, among other things, a merger or consolidation with;
a sale of substantial assets to; or the receipt of a loan, guaranty or other
financial benefit, which is not proportionately received by all shareholders,
from the interested shareholder. Following the expiration of such three-year
period, a Chapter 1704 Transaction with the interested shareholder is permitted
only if either (i) the transaction is approved by the holders of at least
two-thirds of the voting power of the corporation or such different proportion
as is set forth in the corporation's articles of incorporation, including a
majority of the outstanding shares excluding those owned by the interested
shareholder, or (ii) the business combination results in the shareholders other
than the interested shareholder receiving a prescribed "fair price" for their
shares. One significant effect of Chapter 1704 is to encourage a person to
negotiate with the board of directors of a corporation prior to becoming an
interested shareholder.

         In addition, Section 1707.043 of the ORC requires a person or entity
that makes a proposal to acquire the control of a corporation to repay to that
corporation any profits made from trades in the corporation's stock within
eighteen months after making the control proposal.

         Section 1701.831 of the ORC (the "Control Share Acquisition Statute")
requires shareholder approval of any proposed "control share acquisition" of an
Ohio corporation. A "control share acquisition" is the acquisition, directly or
indirectly, by any person, including any individual, partnership, corporation,
limited liability company, society, association or two or more persons who have
a joint or common interest, of shares of a corporation that, when added to all
other shares of the corporation that may be voted, directly or indirectly, by
the acquiring person, would entitle such person to exercise or direct the
exercise of 20.0% or more, but less than 33-1/3%, of the voting power of the
corporation in the election of directors or 33-1/3% or more, but less than a
majority, of such voting power or a majority or more of such voting power. Under
the 



                                       61
<PAGE>   68


Control Share Acquisition Statute, the control share acquisition must be
approved in advance by the holders of a majority of the outstanding voting
shares represented at a meeting at which a quorum is present and by the holders
of a majority of the portion of the outstanding voting shares represented at
such a meeting excluding the voting shares owned by the acquiring shareholder
and certain "interested shares," including shares owned by officers elected or
appointed by the directors of the corporation and by directors of the
corporation who are also employees of the corporation.

         The purpose of the Control Share Acquisition Statute is to give
shareholders of Ohio corporations a reasonable opportunity to express their
views on a proposed shift in control, thereby reducing the coercion inherent in
an unfriendly takeover. The provisions of the Control Share Acquisition Statute
grant to the shareholders of First Financial the assurance that they will have
adequate time to evaluate the proposal of the acquiring person, that they will
be permitted to vote on the issue of authorizing the acquiring person's purchase
program to go forward in the same manner and with the same proxy information
that would be available to them if a proposed merger of First Financial were
before them and, most importantly, that the interests of all shareholders will
be taken into account in connection with such vote and the probability will be
increased that they will be treated equally regarding the price to be offered
for their common shares if the implementation of the proposal is approved.

         The Control Share Acquisition Statute applies not only to traditional
offers but also to open market purchases, privately negotiated transactions and
original issuances by an Ohio corporation, whether friendly or unfriendly. The
procedural requirements of the Control Share Acquisition Statute could render
approval of any control share acquisition difficult in that the transaction must
be authorized at a special meeting of shareholders, at which a quorum is
present, by the affirmative vote of the majority of the voting power represented
and by a majority of the portion of such voting power excluding interested
shares. Any corporate defense against persons seeking to acquire control may
have the effect of discouraging or preventing offers which some shareholders
might find financially attractive. On the other hand, the need on the part of
the acquiring person to convince the shareholders of First Financial of the
value and validity of the offer may cause such offer to be more financially
attractive in order to gain shareholder approval.

         In addition, Section 1701.59 of the ORC provides that, in determining
what such director reasonably believes to be in the best interests of the
corporation, the director may consider, in addition to the interests of the
corporation's shareholders, any of the interests of the corporation's employees,
suppliers, creditors and customers, the economy of the State of Ohio and the
United States, community and societal considerations and the long-term as well
as the short-term interests of the corporation and its shareholders, including
the possibility that these interests may be best served by the continued
independence of the corporation.

         Although First Financial believes that these provisions are in its best
interests, you should be aware that such provisions could be disadvantageous to
you because the overall effect of these statutes may be to render more difficult
or discourage the removal of incumbent management or the assumption of effective
controls by other persons.


                                       62
<PAGE>   69


First Financial Shareholder Rights Plan
- ---------------------------------------

         On November 26, 1993, First Financial adopted a shareholder rights plan
(the "Plan") and declared a dividend of one right on each outstanding share of
First Financial common stock ("Right") to shareholders of record as of December
6, 1993. Each share of First Financial common stock issued after December 6,
1993 will include one Right. Under the Plan, the Rights will actually be
distributed only if one or more of certain designated actions involving First
Financial common stock occur. See Note 18 of First Financial's 1998 Financial
Statements for more information on the Plan.

Transfer Agent and Registrar
- ----------------------------

         The registrar and transfer agent for First Financial common stock is
The Registrar and Transfer Company, Cranford, New Jersey.



                                       63
<PAGE>   70


                       ADJOURNMENT OF THE SPECIAL MEETING


         The shareholders of Hebron Bancorp are being asked to approve a
proposal to permit the adjournment of the special meeting, if necessary, to
solicit additional proxies with respect to the approval of the Merger Agreement.
The Merger Agreement must be approved by the affirmative vote of at least a
majority of the outstanding shares of Hebron Bancorp common stock. If such
matter does not receive the requisite number of proxy votes at the special
meeting and does not receive a sufficient number of negative proxy votes to
assure the failure of the matter, the Board of Directors may decide to adjourn
the special meeting to solicit additional proxies. If the Board of Directors
decides to adjourn the special meeting with respect to the Merger Agreement, the
Chairman of the special meeting will request a motion that the special meeting
be adjourned for up to 30 days. An adjournment of up to 30 days would not
require either the setting of a new meeting date or the giving of notice of the
adjourned meeting.

         Each proxy given in connection with the special meeting will be voted
on a motion for adjournment in accordance with the instructions contained
therein. If no contrary instructions are given, each proxy will be voted in
favor of any motion to adjourn the special meeting. The holders of the majority
of the shares of Hebron Bancorp represented in person or by proxy at the special
meeting will be required to approve a motion to adjourn the special meeting.

         If a motion to adjourn the special meeting is approved, no vote will be
taken on the Merger Agreement at the special meeting on May __, 1999 but the
Merger Agreement will be voted upon at the adjourned meeting. Unless revoked
prior to its use, any proxy solicited for the special meeting will continue to
be valid and will be voted in accordance with the instructions contained therein
at the adjourned meeting.

         Since the Board of Directors recommends that the shareholders vote for
the Merger Agreement, the Board of Directors similarly recommends that the
shareholders vote FOR the proposal to adjourn the special meeting, which will
facilitate the approval of the Merger Agreement. Such an adjournment would be
disadvantageous to shareholders who oppose the Merger Agreement because the
adjournment will give Hebron Bancorp additional time to solicit votes in favor
of the Merger Agreement, thereby increasing the chances of passing the Merger
Agreement proposal. Hebron Bancorp has no reason to believe that an adjournment
of the special meeting will be required.

         If a quorum is not present at the special meeting, none of the
proposals will be acted upon, and the Board of Directors will adjourn the
special meeting to a later date in order to solicit additional proxies to assure
the presence of a quorum. The proposal to approve a motion to adjourn the
special meeting does not apply to an adjournment relating to the absence of a
quorum.


                                       64
<PAGE>   71


                                     EXPERTS


         The consolidated financial statements of First Financial incorporated
by reference in First Financial's Annual Report on Form 10-K for the year ended
December 31, 1998, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

         The consolidated financial statements of Hebron Bancorp at June 30,
1998 and for the year ending June 30, 1998 appearing in this Proxy
Statement-Prospectus have been audited by Crowe, Chizek and Company LLP,
independent auditors, as set forth in their report thereon appearing elsewhere
herein and in the Registration Statement, and are included in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.



                                  LEGAL MATTERS


         The legality of the shares of First Financial common stock to be issued
in the merger described herein and certain additional legal matters will be
passed upon by Frost & Jacobs LLP, 2500 PNC Center, 201 East Fifth Street,
Cincinnati, Ohio 45202. Frost & Jacobs LLP will also issue the tax opinion.

         Stites & Harbison, 250 West Main Street, Suite 2300, Lexington,
Kentucky 40507 will pass upon certain legal matters in connection with the
merger for Hebron Bancorp.



                                       65
<PAGE>   72


                       WHERE YOU CAN FIND MORE INFORMATION


         First Financial files annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings are also
available to the public from the SEC's web site at http://www.sec.gov.

         The SEC allows us to "incorporate by reference" the information we file
with them which means that we can disclose important information to you by
referring you to other documents. The information incorporated by reference is
considered to be part of this prospectus and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:

         1.       First Financial's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1998;

         2.       The following information set forth in the "Management's
                  Discussion and Analysis of Financial Condition and Results of
                  Operations" section of the 1998 Annual Report of First
                  Financial to its shareholders:

                  a.       The information in the table set forth on page 28
                           under the caption "Quarterly Financial And Common
                           Stock Data."

                  b.       The information in the table set forth on page 2
                           under the caption "Table 1 - Financial Summary."

                  c.       The information set forth on pages 1 through 9 under
                           the caption "Management's Discussion And Analysis Of
                           Financial Condition And Results of Operations."

         You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

                                    Secretary
                                    First Financial Bancorp.
                                    Third and High Streets
                                    Hamilton, Ohio  45011
                                    (513) 867-4700

         You should rely only on the information incorporated by reference or
provided in this Proxy Statement-Prospectus. First Financial has not authorized
anyone else to provide you with different information. First Financial is not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this Proxy
Statement-Prospectus is accurate as of any date other than the date on the front
of this document.



                                       66
<PAGE>   73



                             SELECTED FINANCIAL DATA
                              HEBRON BANCORP, INC.


<TABLE>
<CAPTION>
                                             For the Six Months Ended            For the Year Ended
                                                   December 31,                       June 30,
                                                   ------------                       --------
(DOLLAR AMOUNTS OTHER THAN PER SHARE DATA IN   1998          1997          1998          1997          1996
THOUSANDS)                                     ----          ----          ----          ----          ----
<S>                                          <C>           <C>           <C>           <C>           <C>     
Summary of Operations
- ---------------------
Interest income                              $  4,002      $  4,005      $  7,916      $  7,511      $  7,064
Tax equivalent adjustment (1)                      89            63           139            68            70
                                             --------      --------      --------      --------      --------
   Interest income-tax equivalent               4,091         4,068         8,055         7,579         7,134
Interest expense                                2,071         1,803         3,668         3,521         3,573
                                             --------      --------      --------      --------      --------
     NET INTEREST INCOME-TAX EQUIVALENT      $  2,020      $  2,265      $  4,387      $  4,058      $  3,561
                                             ========      ========      ========      ========      ========

Interest income                              $  4,002      $  4,005      $  7,916      $  7,511      $  7,064
Interest expense                                2,071         1,803         3,668         3,521         3,573
                                             --------      --------      --------      --------      --------
   Net interest income                       $  1,931      $  2,202      $  4,248      $  3,990      $  3,491
Provision for loan losses                          60            60           120           156           288
Noninterest income                                273           212           484           392           408
Noninterest expenses                            1,283         1,251         2,361         2,073         2,005
                                             --------      --------      --------      --------      --------
   Income before income taxes                $    861      $  1,103      $  2,251      $  2,153      $  1,606
Income tax expense                                230           319           642           692           454
                                             --------      --------      --------      --------      --------
   Earnings before minority interest         $    631      $    784      $  1,609      $  1,461      $  1,152
Minority interest in earnings                      17            20            40            37            29
                                             --------      --------      --------      --------      --------
   NET EARNINGS                              $    614      $    764      $  1,569      $  1,424      $  1,123
                                             ========      ========      ========      ========      ========

PER SHARE DATA
   Net earnings - basic                      $  10.48      $  13.06      $  26.83      $  24.34      $  19.20
   Net earnings - diluted                    $  10.48      $  13.06      $  26.83      $  24.34      $  19.20
Cash dividends declared                      $   5.50      $   5.00      $   5.00      $   4.00      $   2.50
Average common shares outstanding
   (in thousands)                                  59            59            59            59            59

Selected Period-End Balances
- ----------------------------
Total assets                                 $111,658      $ 99,067      $104,070      $ 97,021      $ 95,293
Earnings assets                               107,709        97,960       100,470        93,125        91,410
Investment securities held to maturity          2,862         4,164         3,346         4,849         5,928
Investment securities available for sale       31,065        16,349        22,884        14,906        20,410
Loans, net of unearned income                  69,518        73,942        69,824        68,855        64,075
Deposits                                       96,369        83,832        88,365        82,154        83,065
Noninterest bearing demand deposits            10,179         9,824         9,560         8,145         7,065
Short-term borrowings                           1,283         1,933         1,772         3,063         2,050
Long-term borrowings                            1,730         1,127         2,057         1,162         1,226
Shareholders' equity                           11,799        10,323        11,078         9,721         8,108

Selected Ratios
- ---------------
Loans to deposits                               72.14%        88.20%        79.02%        83.81%        77.14%
Net charge offs to loans                          .06%          .00%          .00%          .02%          .23%
Shareholders' equity to
   Total assets                                 10.57%        10.42%        10.64%        10.02%         8.51%
   Deposits                                     12.24%        12.31%        12.54%        11.83%         9.76%
Return on average assets (2)                     1.15%         1.57%         1.58%         1.49%         1.24%
Return on average equity (2)                    10.72%        15.03%        15.11%        15.55%        14.07%
</TABLE>

(1) Tax equivalent adjustment was calculated using a 34.0% tax rate in all
    periods presented.
(2) Interim periods annualized



                                                                             F-1
<PAGE>   74


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion and analysis is presented to facilitate the
understanding of the financial position and results of the operations of Hebron
Bancorp, Inc. (HBI) and its subsidiary, Hebron Deposit Bank (the Bank). It
identifies trends and changes that occurred during the reported periods and
should be read in conjunction with the consolidated financial statements and
accompanying notes.

BUSINESS OF HEBRON BANCORP, INC.

HBI is a one-bank holding company which conducts no direct business activities.
All business activities are performed by the Bank. The Bank operates banking
locations and conducts its operations in Hebron, Boone County, Kentucky and
adjacent counties in Kentucky. HBI's consolidated results of operations are
dependent upon net interest income, which is the difference between the interest
income on interest earning assets and the interest expense on interest bearing
liabilities. Principal interest earning assets are securities and commercial,
agricultural, real estate mortgage and consumer loans. Interest bearing
liabilities consist of interest bearing deposit accounts and short-term and
long-term borrowings. Other sources of income include fees charged to customers
for a variety of loan and deposit services. Operating expenses consist primarily
of employee salaries and benefits and occupancy and equipment expenses. HBI's
results of operations are significantly affected by general economic and
competitive conditions, particularly changes in market interest rates,
government policies and actions of regulatory agencies.

As of December 31, 1998, HBI had total assets of approximately $111.7 million,
total deposits of approximately $96.4 million, and shareholders' equity of
approximately $11.8 million. HBI and the Bank employed 33 persons on a full-time
equivalent basis at December 31, 1998.

RESULTS OF OPERATIONS

COMPARISON OF THE SIX MONTHS ENDED DECEMBER 31, 1998 TO
DECEMBER 31, 1997

Net income decreased $150,000 to $614,000 for the six months ended December 31,
1998 as compared to net income of $764,000 recorded in the same period in 1997.
The decrease was primarily the result of a $271,000 (12.3%) decrease in net
interest income and a $32,000 (2.6%) increase in non-interest expenses partially
offset by a $61,000 (28.8%) increase in non-interest income and a $89,000
(27.9%) decrease in income tax expense. Returns on average assets and average
equity were 1.15% and 10.72%, respectively, in 1998 as compared to 1.57% and
15.03% in 1997. Earnings per share decreased to $10.48 in 1998 from $13.06 in
1997.



                                                                             F-2
<PAGE>   75



Net interest income decreased from $2.2 million for the six months ended
December 31, 1997 to $1.9 million for the same period in 1998. The decrease was
the result of a $3,000 decrease in total interest income combined with a
$268,000 increase in total interest expense. Non-interest income increased from
$212,000 in 1997 to $273,000 in 1998 primarily due to a $43,000 increase in
gains on the sale of securities.

Non-interest expenses increased from $1,251,000 in 1997 to $1,283,000 in 1998
representing a 2.6% increase. The provision for income taxes decreased $89,000
from $319,000 in 1997 to $230,000 in 1998 due to a $242,000 decrease in income
before taxes and a $74,000 increase in tax-exempt interest. The effective income
tax rate for the six months ended December 31, 1998 and 1997 was 26.7% and
$29.0%, respectively.

FINANCIAL CONDITION

COMPARISON OF JUNE 30, 1998 TO DECEMBER 31, 1998

Total assets increased 7.3% to $111.7 million as of December 31, 1998 from
$104.1 at June 30, 1998. Cash and cash equivalents increased slightly from $6.4
million to $6.5 million and securities increased from $26.2 million to $33.9
million while net loans decreased marginally from $69.8 million to $69.5
million. Deposits increased from $88.4 million to $96.4 million. While the mix
of borrowed funds varies from period to period depending on the volume of
securities sold under agreements to repurchase, total borrowings other than
deposits decreased to $3.0 million from $3.8 million primarily due to a $500,000
decrease in securities sold under agreements to repurchase with the remaining
being scheduled maturities of advances from the Federal Home Loan Bank.

RESULTS OF OPERATIONS

COMPARISON OF YEAR ENDED JUNE 30, 1998 TO JUNE 30, 1997

GENERAL. Net income increased 10.2% or $145,000 over 1997 to $1,569,000 in 1998.
The increase is primarily the result of a $258,000 or 6.5% increase in net
interest income and a $92,000 increase in non-interest income partially offset
by a $288,000 increase in noninterest expenses. Comparing the same periods,
return on average assets increased to 1.58% from 1.49% while return on average
equity decreased to 15.11% from 15.55%. Earnings per share increased to $26.83
from $24.34.




                                                                             F-3
<PAGE>   76


NET INTEREST INCOME. HBI's primary source of revenue is its net interest income,
which is the difference between the interest received on its earning assets and
the interest paid on the funds acquired to support those assets. Loans made to
businesses and individuals are the primary interest earning assets, followed by
investment securities and federal funds sold in the inter-bank market. Deposits
are the primary interest bearing liabilities used to support the interest
earning assets. The level of net interest income is affected by both the
balances and mix of interest earning assets and interest bearing liabilities,
the changes in their corresponding yields and costs, by the volume of interest
earning assets funded by noninterest bearing deposits, and the level of capital.
HBI's long term objective is to manage this income to provide the largest
possible amount of income while balancing interest rate, credit and liquidity
risks.

Net interest income on a tax-equivalent basis increased 8.1% or $329,000 to $4.4
million in 1998 as compared to $4.1 million in 1997. The increase is attributed
primarily to the 4.2% or $3.9 million overall growth in average interest earning
assets which generally earn at a higher rate than the rate paid on the
corresponding growth in interest bearing liabilities. Average loans increased
$5.2 million due primarily to continued residential real estate loan demand and
was funded primarily by an increase of $4.2 million in average deposits and a
$1.2 million increase in average stockholders' equity. HBI's emphasis on
attracting new loans rather than investing in securities also positively
impacted net interest income because of the higher yield earned on loans over
that earned on investment securities.

The net interest spread increased one basis point from 3.73% in 1997 to 3.74% in
1998, while the net interest margin increased 17 basis points from 4.41% to
4.58%. The increase in the net interest margin is primarily due to the $3.2
million increase in funding of earning assets with non-interest bearing deposits
and capital.

The following table sets forth for the years ended June 30, 1998 and 1997 the
average balances of major categories of interest earning assets and interest
bearing liabilities, interest income earned and interest expense paid during
such periods and the related weighted average rates for HBI.


                                                                             F-4
<PAGE>   77

                AVERAGE BALANCE SHEETS AND AVERAGE INTEREST RATES
                                     TABLE 1

                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                            --------------------1998-----------------    --------------------1997---------------
                                               Average                        Average      Average                        Average
                                               Balance        Interest         Rate        Balance         Interest        Rate
                                               -------        --------         ----        -------         --------        ----
<S>                                         <C>               <C>              <C>       <C>              <C>              <C>  
Earnings assets:
   Investment securities
     Taxable                                $    13,581       $     816        6.01%     $    19,250      $   1,215        6.31%
     Tax-exempt (1)                               7,934             520        6.55            4,192            253        6.04
   Federal funds sold                             2,686             150        5.58            2,090            114        5.45
   Loans (2,3)                                   71,680           6,569        9.16           66,452          5,997        9.02
                                            -----------       ---------     -------      -----------      ---------     -------

     Total earning assets                   $    95,881       $   8,055        8.40%     $    91,984      $   7,579        8.24%
                                            ===========       =========     =======      ===========      =========     =======

   Allowance for loan losses                       (897)                                        (755)

Non-earning assets:
   Cash and due from banks                  $     2,314                                  $     2,261
   Premises and equipment                         1,143                                        1,167
   Other assets                                     649                                          621
                                            -----------                                  -----------

     Total assets                           $    99,090                                  $    95,278
                                            ===========                                  ===========

Interest bearing liabilities
   Transaction accounts                     $    15,754       $     416        2.64%     $    16,081      $     357        2.22%
   Savings accounts                               8,270             185        2.24            9,062            203        2.24
   Time deposits                                 51,402           2,890        5.62           48,071          2,678        5.57
   Repurchase agreements and other
     borrowed funds                               3,294             177        5.37            4,914            283        5.76
                                            -----------       ---------     -------      -----------      ---------     -------

   Total interest bearing liabilities       $    78,720       $   3,668        4.66%     $    78,128      $   3,521        4.51%
                                            ===========       =========     =======      ===========      =========     =======

Non-interest bearing liabilities
   Demand deposits                          $     9,578                                  $     7,583
   Other liabilities                                406                                          411
   Stockholders' equity                          10,386                                        9,156
                                            -----------                                  -----------

   Total liabilities and stockholders'
     equity                                 $    99,090                                  $    95,278
                                            ===========                                  ===========


Net interest income                                           $   4,387                                   $   4,058
                                                              =========                                   =========

Net interest spread                                                            3.74%                                       3.73%
                                                                            =======                                     =======

Net interest margin                                                            4.58%                                       4.41%
                                                                            =======                                     =======
</TABLE>

(1)  Income computed on a tax equivalent basis assuming a 34% federal income tax
     rate.

(2)  Includes loans on non-accrual status.

(3)  Also includes fee income.


                                                                             F-5
<PAGE>   78


The table below describes the extent to which changes in interest rates and
changes in the volume of interest earning assets and interest bearing
liabilities have affected HBI's interest income and expense during the periods
indicated. For each category of interest earning assets and interest bearing
liabilities, information is provided on changes attributable to (i) changes in
volume (change in volume multiplied by prior year rate), (ii) changes in rate
(change in rate multiplied by prior year volume) and (iii) total changes in rate
and volume. The combined effects of changes in both volume and rate, which
cannot be separately identified, have been allocated proportionately to the
change due to volume and the change due to rate.

                     RATE/VOLUME VARIANCE ANALYSIS - TABLE 2
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                              1998 vs. 1997
                                            Increase (decrease)
                                             due to change in
                                Net Change   Volume      Rate
                                ----------   ------      ----
<S>                               <C>        <C>        <C>   
Interest income:
   Investment securities
     Taxable                      $(399)     $(358)     $ (41)
     Tax exempt                     267        226         41
   Federal funds sold                36         33          3
   Loans                            572        472        100
                                  -----      -----      -----
     Total interest income        $ 476      $ 373      $ 103
                                  =====      =====      =====

Interest expense:
   Transaction accounts           $  59      $  (7)     $  66
   Savings accounts                 (18)       (18)        --
   Time deposits                    212        186         26
   Repurchase agreements and
     other borrowed funds          (106)       (88)       (18)
                                  -----      -----      -----
       Total interest expense       147         73         74
                                  -----      -----      -----
   Net interest income            $ 329      $ 300      $  29
                                  =====      =====      =====
</TABLE>

NONINTEREST INCOME. Noninterest income increased $92,000 in 1998 from $392,000
in 1997. The primary source of other income is service charge income on deposit
products which decreased from $302,000 in 1997 to $295,000 in 1998. The overall
increase in noninterest income is attributable to the increase in gains on the
sale of investment securities which increased from $3,000 in 1997 to $94,000 in
1998.

NONINTEREST EXPENSE. Noninterest expenses increased from $2.1 million in 1997 to
$2.4 million in 1998. The primary component of noninterest expense is salaries
and employee benefits expense which increased $38,000 (3.3%) in 1998 to $1.2
million. The remainder of the increase is attributable to increased costs of
occupancy and equipment, miscellaneous taxes, data processing, professional
services, and various other expenses.

INCOME TAXES. The provision for income taxes decreased $51,000 in 1998 from
$693,000 in 1997 to $642,000 in 1998. The decrease is primarily due to a
$195,000 increase in interest income on tax-exempt securities reported in 1998.
The effective tax rates for 1998 and 1997 were 28.5% and 32.2%, respectively.


                                                                             F-6
<PAGE>   79


FINANCIAL CONDITION

COMPARISON OF JUNE 30, 1998 TO JUNE 30, 1997

GENERAL. Total assets increased $7.1 million, (7.3%) from $97.0 million at June
30, 1997 to $104.1 million at June 30, 1998. Investment securities increased
$6.5 million and net loans increased $1.0 million. The growth in total assets
was primarily funded by a $6.2 million increase in total deposits.

LOANS. Loans represent HBI's largest earning asset and as of June 30, 1998
represented approximately 66% of total assets. During the year ended June 30,
1998, the average balance of net loans increased 7.9% to $71.7 million from
$66.5 million during 1997. The majority of the increase was due to the increase
in the residential real estate loan portfolio.

At December 31, 1998, the Bank had no concentrations of loans to borrowers of
similar activities that exceeded 10% of total loans other than those categories
already listed in the table below.

                             LOAN PORTFOLIO- TABLE 3
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                               December 31,             June 30,             June 30,
                                  1998          %        1998          %       1997           %
                                  ----          -        ----          -       ----           -
<S>                             <C>            <C>     <C>            <C>     <C>            <C>  
Commercial and agricultural     $ 7,983        11.5%   $ 7,972        11.4%   $ 8,711        12.6%
Real estate                      53,431        76.9     54,733        78.4     52,587        76.4
Consumer and installment          8,104        11.6      7,118        10.2      7,557        11.0
                                -------       -----    -------       -----    -------       -----

   Total loans                  $69,518       100.0%   $69,823       100.0%   $68,855       100.0%
                                =======       =====    =======       =====    =======       =====
</TABLE>


The table below illustrates HBI's rate sensitivities and repricing frequency for
the commercial and agricultural loans as follows:

                      SELECTED LOAN DISTRIBUTION - TABLE 4
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                             --------Six Months Ended December 31, 1998----------
                                                   (in thousands)
                             1 Year or Less  1 - 5 Years  After 5 years     Total
                             --------------  -----------  -------------     -----
<S>                              <C>           <C>           <C>           <C>   
Fixed rate maturities            $1,864        $1,417        $   81        $3,362

Adjustable rate repricing
   frequency                      4,621            --            --         4,621
                                 ------        ------        ------        ------

                                 $6,485        $1,417        $   81        $7,983
                                 ======        ======        ======        ======
</TABLE>


                                                                             F-7
<PAGE>   80

ALLOWANCE AND PROVISION FOR LOAN LOSSES. The allowance for loan losses is
regularly evaluated by management and maintained at a level believed to be
adequate to absorb future loan losses in HBI's portfolios. Periodic provisions
to the allowance are made as needed. The amount of the provision for loan losses
necessary to maintain an adequate allowance is based upon an assessment of
current economic conditions, analysis of periodic loan reviews, delinquency
trends and ratios, changes in the mixture and levels of the various categories
of loans, historical charge-offs, recoveries, and other information. Management
believes that the allowance for loan losses is adequate. Although management
believes it uses the best information available to make allowance provisions,
future adjustments which could be material may be necessary if management's
assumptions differ from the loan portfolio's actual future performance.

The allowance for loan losses increased $121,000 during 1998 to $956,000 at June
30, 1998. The increase is primarily attributable to the $120,000 increase in
non-performing loans from June 30, 1997 to June 30, 1998. Net charge-offs for
1998 and 1997 were nominal compared to the loan portfolio and allowance for loan
losses.

                    SUMMARY OF LOAN LOSS EXPERIENCE - TABLE 5
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                              Six Months
                                                 Ended
                                              December 31, Period Ended June 30,
                                                 1998        1998        1997
                                                 ----        ----        ----
<S>                                              <C>         <C>        <C>  
Allowance for loan losses at
   beginning of year                             $ 956       $ 835      $ 696

Charge-offs:
   Commercial and agricultural                      37           2          4
   Real estate                                      --          --          6
   Consumer and installment                          8          12         29
                                                 -----       -----      -----

     Total                                          45          14         39

Recoveries:
   Commercial and agricultural                       1          11          9
   Real estate                                      --          --         --
   Installment                                       3           4         13
                                                 -----       -----      -----

     Total                                           4          15         22

Net (charge-offs) recoveries                       (41)          1        (17)
                                                 -----       -----      -----

Provision for loan losses                           60         120        156
                                                 -----       -----      -----

Allowance for loan losses end of period          $ 975       $ 956      $ 835
                                                 =====       =====      =====

Ratio of allowance to total net loans at the
   end of the period                              1.40%       1.37%      1.21%
</TABLE>



                                                                             F-8
<PAGE>   81


The following table is management's allocation of the allowance for loan losses
by loan type. The level of the allowance and allocation is based on management's
assessment of economic conditions, past loss experience, loan volume, past due
history and other factors. Since these factors are subject to change, the
allocation is not necessarily predictive of future portfolio performance.

The allocation for the allowance for loan losses is an estimate of the portion
of the allowance that will be used to cover future charge-offs in each major
loan category, but it does not preclude any portion of the allowance allocated
to one type of loan being used to absorb losses of another loan type.

             ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES AND PERCENT
                  OF LOANS BY CATEGORY TO TOTAL LOANS - TABLE 6
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                             December 31,          June 30,            June 30,
                                1998          %     1998          %     1997          %
                                ----          -     ----          -     ----          -
<S>                             <C>         <C>     <C>         <C>     <C>         <C>  
Commercial and agricultural     $590        11.5%   $610        11.4%   $590        12.6%
Real estate                      178        76.9     148        78.4     136        76.4
Consumer and installment         207        11.6     198        10.2     109        11.0
                                ----       -----    ----       -----    ----       -----

   Total                        $975       100.0%   $956       100.0%   $835       100.0%
                                ====       =====    ====       =====    ====       =====
</TABLE>

ASSET QUALITY. Loans are placed on non-accrual when management believes, after
considering economic and business conditions and collection efforts, that the
borrower's financial condition is such that the collection of interest is
doubtful. When loans are placed on non-accrual status, all unpaid accrued
interest is reversed. Interest income is subsequently recognized only to the
extent cash payments are received. These loans remain on non-accrual status
until the borrower demonstrates the ability to remain current or the loan is
deemed uncollectible and is charged-off. The following table provides
information on non-performing assets.




                                                                             F-9
<PAGE>   82


                         NON-PERFORMING ASSETS - TABLE 7
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                        December 31, ---June 30,---
                                           1998      1998      1997
                                           ----      ----      ----
<S>                                         <C>       <C>        <C>
Loans on non-accrual status (1)            $  0      $  6      $  1
Loans past due 90 days or more              170       183        68
                                           ----      ----      ----

Total non-performing loans                  170       189        69

Other real estate owned                      --        --        --
                                           ----      ----      ----

   Total non-performing assets             $170      $189      $ 69
                                           ====      ====      ====

Percentage of non-performing assets to
   total loans                             0.24%     0.27%     0.10%

Percentage of non-performing assets to
   total assets                            0.15%     0.18%     0.07%
</TABLE>


(1)The interest income that would have been earned and received on non-accrual
loans was not material.

HBI defines impaired loans to be those commercial and agricultural loans that
management believes is probable that all principal and interest amounts will not
be collected according to the loan contract. Impaired loans totaled $189,000 and
$69,000 at June 30, 1998 and 1997. The allowance related to these loans was
$88,000 and $29,000, respectively.

INVESTMENT SECURITIES. The securities portfolio consists of debt and equity
securities which provide HBI with a relatively stable source of income.
Additionally, the investment portfolio provides a balance to interest rate and
credit risks in other categories of the balance sheet. The securities portfolio
is also used as a secondary source of liquidity. HBI has classified certain
securities as held to maturity based on management's positive intent and ability
to hold such securities to maturity. All other securities have been classified
as available for sale. HBI's municipal securities provide tax-free income and
are within management's guidelines with respect to credit risk and market risk.
The municipal securities have been issued principally by Kentucky
municipalities. The U. S. Treasury and Federal Agency securities and
asset-backed securities provide a source of stable income and can be used as
collateral to secure municipal deposits and repurchase agreements.

Excluding those holdings in the investment security portfolio of U.S. Treasury
and U.S. agency securities, there were no investments in securities of any one
issuer which exceeded 10% of stockholders' equity at December 31, 1998.




                                                                            F-10
<PAGE>   83


The following tables present the carrying values and maturity distribution of
investment securities.
                         INVESTMENT PORTFOLIO - TABLE 8
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                       December 31,  ------June 30,-----
                                           1997        1998         1997
                                           ----        ----         ----
<S>                                      <C>         <C>         <C>    
U. S. Treasury and Federal Agencies:
   Available for sale                    $ 5,045     $ 4,499     $ 4,075
   Held to maturity                           --          --       3,833

State and municipal obligations:
   Available for sale                     13,696      10,623       5,142
   Held to maturity                           70          75          83

Asset-backed securities:
   Available for sale                     12,324       7,762       5,689
   Held to maturity                        2,792       3,271         933

Total securities:
   Available for sale                     31,065      22,884      14,906
   Held to maturity                        2,862       3,346       4,849
                                         -------     -------     -------

     Total                               $33,927     $26,230     $19,755
                                         =======     =======     =======
</TABLE>


                                                                            F-11
<PAGE>   84

                                        
                 MATURITY DISTRIBUTION OF SECURITIES - TABLE 9
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                         ------------------As of December 31, 1998-----------------
                                                        One          Five
                                           Year        Through      Through      Over
                                            or          Five          Ten        Ten
                                           Less         Years        Years       Years        Total
                                           ----         -----        -----       -----        -----
<S>                                      <C>          <C>          <C>          <C>          <C>    
U. S. Treasury and Federal Agencies:
   Available for sale                    $ 2,520      $ 2,525      $    --      $    --      $ 5,045
   Held to maturity                           --           --           --           --           --

State and municipal obligations:
   Available for sale                      1,938        5,323        4,451        1,984       13,696
   Held to maturity                           --           --           70           --           70

Asset-backed securities:
   Available for sale                          0        1,510          724       10,090       12,324
   Held to maturity                           95        1,124          672          901        2,792
                                         -------      -------      -------      -------      -------

Total securities:
   Available for sale                      4,458        9,358        5,175       12,074       31,065
   Held to maturity                           95        1,124          742          901        2,862
                                         -------      -------      -------      -------      -------

     Total                               $ 4,553      $10,482      $ 5,917      $12,975      $33,927
                                         =======      =======      =======      =======      =======

Weighted average                            5.63%        5.83%        5.23%        5.63%        5.63%
</TABLE>


DEPOSITS. Managing the mix and repricing of deposit liabilities is an important
factor affecting HBI's ability to maximize its net interest margin. The
strategies used to manage interest bearing deposit liabilities are designed to
adjust as the interest rate environment changes. In this regard, management
regularly assesses its funding needs, deposit pricing, and interest rate
outlook.

Deposits increased $6.2 million or 7.6% from $82.2 million at June 30, 1997 to
$88.4 at June 30, 1998. The increase was primarily due to growth in time
deposits. Total deposits averaged $85.0 million in 1998 as compared to $80.8
million in 1997. Non-interest bearing deposits to total deposits averaged 11.3%
in 1998 as compared to 9.4% in 1997.



                                                                            F-12
<PAGE>   85


The table below provides information on the maturities of time deposits of
$100,000 or more at December 31, 1998:

             CERTIFICATES OF DEPOSIT OF $100,000 OR MORE - TABLE 10
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                               December 31,
                                                  1998
                                                  ----
<S>                                             <C>    
          Maturing 3 months or less             $ 2,469
          Maturing over 3 through 6 months        5,565
          Maturing over 6 through 12 months       3,710
          Maturing over 12 months                 1,449
                                                -------

            Total                               $13,193
                                                =======
</TABLE>

SHORT TERM BORROWINGS. HBI's short term borrowings consist of securities sold
under agreements to repurchase. Short term borrowings decreased $1.3 million
during 1998 to $1.8 million at June 30, 1998. Amounts outstanding under these
agreements can fluctuate greatly depending on the cash needs of the Bank's
customers. See Note 7 to the Consolidated Financial Statements for additional
information on securities sold under agreements to repurchase.

OTHER BORROWED FUNDS. Other borrowed funds consist of advances from the Federal
Home Loan Bank (FHLB). FHLB advances increased $895,000 during 1998 to $2.1
million at June 30, 1998. Substantially all of these advances require monthly
principal and interest payments. Levels of other borrowed funds are routinely
evaluated by management with consideration given to growth in the loan
portfolio, liquidity needs, cost of retail deposits, market conditions, and
other factors.

ASSET/LIABILITY MANAGEMENT.

Asset/liability management involves developing, implementing and monitoring
strategies to maintain sufficient liquidity, maximize net interest income and
minimize the impact significant fluctuations in market interest rates have on
earnings. The Asset/Liability Committee of the Bank is responsible for managing
this process. Much of this committee's efforts are focused on minimizing the
Bank's sensitivity to changes in interest rates. One method of gauging
sensitivity is by a static gap analysis.

As seen in the following table as of December 31, 1998, HBI had a cumulative
negative gap position of $5.0 million within the one year time frame. This
position suggests that if market interest rates decrease in the next 12 months,
HBI has the potential to earn more net interest income. A limitation of the
traditional static gap analysis, however, is that it does not consider the
timing or magnitude of noncontractual repricing. Although the static gap
sensitivity varies from time frame to time frame, management has the ability to
adjust rates on deposit accounts to achieve a neutral interest sensitivity
position within the intermediate term.


                                                                            F-13
<PAGE>   86



                             GAP POSITION - TABLE 11
                             (Dollars in Thousands)


<TABLE>
<CAPTION> 
                                           Up to          4 to 12         1 to 5         After            Non-
                                          3 months        Months           Years        5 years         Sensitive          Total
                                          --------        ------           -----        -------         ---------          -----
<S>                                       <C>            <C>              <C>            <C>               <C>            <C>   
ASSETS 
Cash and due from banks                   $     70       $                $             $                $  2,718         $  2,788
Federal funds sold                           3,733                                                                           3,733
Investment securities                        2,076          4,412            9,423        18,547                            34,458
Loans                                       21,346         21,834           24,235         2,103             (975)          68,543
Other assets                                                                                                2,136            2,136
                                          --------       --------         --------      --------         --------         --------

   Total assets                           $ 27,225       $ 26,246         $ 33,658      $ 20,650         $  3,879         $111,658
                                          ========       ========         ========      ========         ========         ========



LIABILITIES
Noninterest bearing deposits              $              $                $             $                $ 10,179         $ 10,179
Interest bearing deposits                   25,215         31,622           29,353                                          86,190
Repurchase agreements                        1,282                                                                           1,282
FHLB advances                                   70            204              875           581                             1,730
Other liabilities and equity                                                                               12,277           12,277
                                          --------       --------         --------      --------         --------         --------

   Total liabilities and equity           $ 26,567       $ 31,826         $ 30,228      $    581         $ 22,456         $111,658
                                          ========       ========         ========      ========         ========         ========



GAP                                            658         (5,580)           3,430        20,069          (18,577)

Cumulative GAP                                 658         (4,922)          (1,492)       18,577

Cumulative as a percent of earning
   assets                                      .61%         (4.57%)          (1.39%)       17.25%
</TABLE>




                                                                            F-14
<PAGE>   87


LIQUIDITY.

Liquidity is generally defined as the ability to meet cash flow requirements.
HBI manages liquidity at two levels, the parent company and its subsidiary,
Hebron Deposit Bank. HBI's primary cash requirement is to pay dividends to its
shareholders and its primary source of funds is dividends received from the
Bank.

The Bank's primary liquidity consideration is to meet the cash flow needs of its
customers, such as borrowings and deposit withdrawals. To meet cash flow
requirements, sufficient sources of liquid funds must be available. These
sources include short-term investments, repayments and maturities of loans and
securities, growth in deposits and other liabilities, and profits. At December
31, 1998, the Bank had $6.5 million in cash and due from banks and federal funds
sold. Also, as shown in Table 9, approximately $4.6 million of investment
securities were scheduled to mature within one year. Principal reductions
received on loans also provide a continual stream of cash flows. Another source
of liquid funds is net cash provided from operating activities, which provided
$1.5 million in the year ended June 30, 1998. Also, the Bank has established
federal funds lines of credit with its correspondent banks which allow the Bank
to borrow up to $2.5 million. Finally, the Bank is a member of the Federal Home
Loan Bank of Cincinnati (FHLB). Based on the Bank's December 31, 1998 stock
ownership, an additional $8.7 million borrowing capacity is available with the
FHLB.

CAPITAL RESOURCES.

Management believes that a strong capital position is paramount to its continued
profitability and continued depositor and shareholder confidence. It also
provides HBI with flexibility to take advantage of growth opportunities and to
accommodate larger commercial loan customers. Regulators have established "risk
based" capital guidelines for banks and bank holding companies. Under the
guidelines, minimum capital levels are based on the perceived risk in asset
categories and certain off-balance-sheet items, such as loan commitments and
standby letters of credit. Management monitors its capital levels to comply with
regulatory requirements. In order to be considered "well capitalized" by the
FDIC, financial institutions must maintain a leverage ratio in excess of 5% and
a total risk based capital ratio in excess of 10%. As depicted in Note 14 to the
consolidated financial statements, HBI and the Bank's capital ratios are in
excess of regulatory standards for classification as "well capitalized". Being
considered "well capitalized" is one condition for assessing the federal deposit
insurance premiums at the lowest available rate.

IMPACT OF INFLATION.

The consolidated financial statements and notes have been prepared in accordance
with generally accepted accounting principles, which require the measurement of
financial position and operating results in terms of historical dollars without
considering the change in the relative purchasing power of money over time due
to inflation. The impact of inflation is reflected in the increased cost of HBI
operations. Nearly all the assets and liabilities of HBI are financial. As a
result, performance is directly impacted by changes in interest rates, which are
indirectly influenced by inflationary expectations. HBI's ability to match the
interest sensitivity of its financial assets to the interest sensitivity of its
financial liabilities in its asset/liability management may tend to minimize the
effect of changes in interest rates on performance. Changes in interest rates do
not necessarily move to the same extent as do changes in the prices of goods and
services.


                                                                            F-15
<PAGE>   88


YEAR 2000.

Management has assessed the operational and financial implications of its Year
2000 needs and developed a plan to ensure that data processing systems can
properly handle the change. Management has determined that if a business
interruption as a result of the Year 2000 issue occurred, such an interruption
could be material. The primary effort required to prevent a potential business
interruption is the installation of the most current software release of the
Bank's core system as provided by the Bank's third party processor. The third
party processor has stated that Year 2000 remediation and testing efforts have
been successfully completed. In further assurance of this, the Bank has
completed seven testing dates in July and August 1998, the results of which were
warranted by the third party processor and the results were signed off and
acknowledged by the Bank's employees and a third party advisor. Non-compliant
hardware is being replaced through routine hardware upgrades. Non-compliant
software is in the remediation stage and will be scheduled for re-testing before
March 31, 1999. Should mission critical system readiness not be achieved by
March 31, 1999, the Bank intends to seek alternative solutions from other
vendors. Non-mission critical systems, including systems other than data
processing with embedded technology, has been evaluated and is included in a
remediation schedule according to priority. Management projects the cost of Year
2000 readiness will be in the range of $25,000 to $50,000 which will be expensed
as incurred. Year 2000 expenses are subject to change and could vary from
current estimates if the final requirements for Year 2000 readiness exceed
management's expectations.



                                                                            F-16
<PAGE>   89



















                       HEBRON BANCORP, INC. and Subsidiary
                                Hebron, Kentucky























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


                                                                            F-17
<PAGE>   90



                         REPORT OF INDEPENDENT AUDITORS

Board of Directors
Hebron Bancorp, Inc.
Hebron, Kentucky


We have audited the consolidated balance sheet of Hebron Bancorp, Inc. and
Subsidiary, Hebron, Kentucky as of June 30, 1998 and the related consolidated
statements of income, comprehensive income, changes in stockholders' equity and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hebron Bancorp, Inc. and
Subsidiary as of June 30, 1998, and the results of their operations and their
cash flows for the year then ended, in conformity with generally accepted
accounting principles.




                                         Crowe, Chizek and Company LLP

Lexington, Kentucky
December 31, 1998

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


                                                                            F-18
<PAGE>   91


                       HEBRON BANCORP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

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

<TABLE>
<CAPTION>
                                                             December 31        -----------------June 30------------
                                                                1998                   1998                  1997
                                                                ----                   ----                  ----
                                                             (unaudited)                                 (unaudited)
<S>                                                         <C>                   <C>                   <C>          
ASSETS
Cash and due from banks                                     $   2,788,285         $   2,432,522         $   3,070,017
Federal funds sold                                              3,733,000             3,922,000             3,676,000
                                                            -------------         -------------         -------------
   Total cash and cash equivalents                              6,521,285             6,354,522             6,746,017
Investment securities
   Available for sale                                          31,065,080            22,884,170            14,905,541
   Held to maturity (fair value $2,945,397,
     $3,426,437 and $4,922,968, respectively)                   2,862,359             3,345,796             4,848,944
Loans                                                          70,193,609            70,570,676            69,677,165
Unearned income                                                  (675,885)             (746,884)             (822,106)
Allowance for loan losses                                        (974,563)             (956,185)             (835,330)
                                                            -------------         -------------         -------------
   Net loans                                                   68,543,161            68,867,607            68,019,729
Bank premises and equipment, net                                1,127,091             1,162,659             1,140,349
Accrued interest receivable                                       700,857               670,825               623,435
Federal Home Loan Bank stock                                      530,500               493,500               459,400
Other assets                                                      307,937               291,212               277,193
                                                            -------------         -------------         -------------

TOTAL ASSETS                                                $ 111,658,270         $ 104,070,291         $  97,020,608
                                                            =============         =============         =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
   Noninterest bearing                                      $  10,178,569         $   9,560,475         $   8,145,406
   Time deposits, $100,000 and over                            13,192,828            13,801,107            12,933,937
   Other interest bearing                                      72,998,015            65,003,377            61,074,716
                                                            -------------         -------------         -------------
     Total deposits                                            96,369,412            88,364,959            82,154,059
Securities sold under agreements to repurchase                  1,281,615             1,772,476             3,063,128
Advances from Federal Home Loan Bank                            1,730,014             2,056,853             1,161,520
Accrued interest payable                                          404,379               427,984               467,069
Other liabilities                                                  73,919                85,778               204,598
                                                            -------------         -------------         -------------
   Total liabilities                                           99,859,339            92,708,050            87,050,374

Minority interest                                                      --               283,927               249,092

STOCKHOLDERS' EQUITY
   Capital stock, 120,000 shares authorized, 60,000,
     58,500 and 58,500 issued and outstanding                     120,000               117,000               117,000
   Surplus                                                      3,104,451             2,808,000             2,808,000
   Retained earnings                                            8,382,771             8,099,137             6,822,361
   Net unrealized gain (loss) on investment
     securities, net of tax                                       191,709                54,177               (26,219)
                                                            -------------         -------------         -------------
       Total stockholders' equity                              11,798,931            11,078,314             9,721,142
                                                            -------------         -------------         -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $ 111,658,270         $ 104,070,291         $  97,020,608
                                                            =============         =============         =============
</TABLE>

                                 See accompanying notes to financial statements.
- --------------------------------------------------------------------------------

                                                                            F-19
<PAGE>   92


                       HEBRON BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                       Six Months Ended                                  Year Ended
                                               --------December 31----------        --------------------June 30--------------------
                                                   1998              1997              1998               1997              1996
                                                   ----              ----              ----               ----              ----
                                                (unaudited)       (unaudited)                          (unaudited)       (unaudited)
<S>                                             <C>               <C>               <C>               <C>               <C>    
Interest income                                  $3,108,543        $3,334,010        $6,568,935        $5,996,580        $5,562,084
   Loans, including fees
   Investment securities -
     Taxable                                        504,469           424,915           780,905         1,183,604         1,144,814
     Tax-exempt                                     245,427           171,396           380,876           185,453           191,319
   Federal funds sold                               112,721            56,881           149,938           114,500           155,515
   Other interest income                             30,423            17,470            35,285            31,241            10,626
                                                 ----------        ----------        ----------        ----------        ----------
     Total interest income                        4,001,583         4,004,672         7,915,939         7,511,378         7,064,358

Interest expense
   Deposits                                       1,970,924         1,709,658         3,491,002         3,238,337         3,386,527
   Other borrowings                                 100,019            93,548           177,388           283,045           186,426
                                                 ----------        ----------        ----------        ----------        ----------
     Total interest expense                       2,070,943         1,803,206         3,668,390         3,521,382         3,572,953

Net interest income                               1,930,640         2,201,466         4,247,549         3,989,996         3,491,405
Provision for loan losses                            60,000            60,000           120,000           156,474           288,492
                                                 ----------        ----------        ----------        ----------        ----------

Net interest income after provision
   for loan losses                                1,870,640         2,141,466         4,127,549         3,833,522         3,202,913

Non-interest income
   Service charges                                  161,003           149,957           294,750           302,167           345,901
   Investment securities gains (losses), net         57,341            14,517            94,445             2,546             8,252
   Other                                             55,010            47,597            94,694            87,516            54,421
                                                 ----------        ----------        ----------        ----------        ----------
                                                    273,354           212,071           483,889           392,229           408,574
Non-interest expenses
   Salaries and employee benefits                   577,913           589,057         1,187,856         1,149,865         1,070,423
   Occupancy and equipment expenses                 145,915           126,548           219,751           217,189           229,735
   Data processing expense                          109,345           107,013           219,011           195,886           158,870
   Marketing expense                                 16,894            10,074            35,255            29,919            28,312
   Other expenses                                   433,004           417,665           698,439           479,840           517,987
                                                 ----------        ----------        ----------        ----------        ----------
                                                  1,283,071         1,250,357         2,360,312         2,072,699         2,005,327

Income before income taxes                          860,923         1,103,180         2,251,126         2,153,052         1,606,160
Provision for income taxes                          230,210           319,399           641,575           692,548           454,272
                                                 ----------        ----------        ----------        ----------        ----------

Income before minority interest                     630,713           783,781         1,609,551         1,460,504         1,151,888

Minority interest in income                          17,079            19,624            40,275            36,554            28,873
                                                 ----------        ----------        ----------        ----------        ----------
NET INCOME                                       $  613,634        $  764,157        $1,569,276        $1,423,950        $1,123,015
                                                 ==========        ==========        ==========        ==========        ==========

Earnings per common share - basic                $    10.48        $    13.06        $    26.83        $    24.34        $    19.20
Earnings per common share - diluted              $    10.48        $    13.06        $    26.83        $    24.34        $    19.20
</TABLE>

                                 See accompanying notes to financial statements.
- --------------------------------------------------------------------------------



                                                                           F-20
<PAGE>   93


                       HEBRON BANCORP, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                        Six Months Ended                            Year Ended
                                                 ----------December 31--------      -------------------June 30-------------------
                                                     1998             1997             1998             1997             1996
                                                     ----             ----             ----             ----             ----
                                                  (unaudited)      (unaudited)                      (unaudited)     (unaudited)
<S>                                               <C>               <C>             <C>              <C>             <C>    
Net income                                        $   613,634      $   764,157      $ 1,569,276      $ 1,423,950      $ 1,123,015

Other comprehensive income (loss) net of tax:
   Unrealized gains (losses) on securities
     arising during the period                        175,384          139,767          142,730          416,793         (438,604)
   Reclassification of realized amount                (37,852)          (9,581)         (62,334)          (1,680)          (5,446)
                                                  -----------      -----------      -----------      -----------      -----------
   Net change in unrealized gain (loss)
     on securities                                    137,532          130,186           80,396          415,113         (444,050)
                                                  -----------      -----------      -----------      -----------      -----------

Comprehensive income                              $   751,166      $   894,343      $ 1,649,672      $ 1,839,063      $   678,965
                                                  ===========      ===========      ===========      ===========      ===========
</TABLE>


                                 See accompanying notes to financial statements.
- --------------------------------------------------------------------------------



                                                                            F-21
<PAGE>   94


                       HEBRON BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                         Net
                                                                                                      Unrealized
                                                                                                      Gain (Loss)
                                                                                                     on Securities
                                                    Common                           Retained          Available
                                                     Stock           Surplus         Earnings           for Sale           Total
                                                     -----           -------         --------           --------           -----
<S>                                              <C>              <C>              <C>               <C>               <C>         
Balances, July 1, 1995 (unaudited)               $    117,000     $  2,808,000     $  4,655,646      $      2,718      $  7,583,364

Net change in unrealized losses on
  securities available for sale (unaudited)                --               --               --          (444,050)         (444,050)

Net income (unaudited)                                     --               --        1,123,015                --         1,123,015

Dividends paid ($2.50 per share)
  (unaudited)                                              --               --         (146,250)               --          (146,250)
                                                 ------------     ------------     ------------      ------------      ------------

Balances, June 30, 1996 (unaudited)                   117,000        2,808,000        5,632,411          (441,332)        8,116,079

Net change in unrealized losses on
  securities available for sale (unaudited)                --               --               --           415,113           415,113

Net income (unaudited)                                     --               --        1,423,950                --         1,423,950

Dividends paid ($4.00 per share)
  (unaudited)                                              --               --         (234,000)               --          (234,000)
                                                 ------------     ------------     ------------      ------------      ------------

Balances, June 30, 1997 (unaudited)                   117,000        2,808,000        6,822,361           (26,219)        9,721,142

Net change in unrealized gains on
  securities available for sale                            --               --               --            80,396            80,396

Net income                                                 --               --        1,569,276                --         1,569,276

Dividends paid ($5.00 per share)                           --               --         (292,500)               --          (292,500)
                                                 ------------     ------------     ------------      ------------      ------------

Balances, June 30, 1998                               117,000        2,808,000        8,099,137            54,177        11,078,314

Net change in unrealized gains on
  securities available for sale (unaudited)                --               --               --           137,532           137,532

Issuance of common stock in exchange for
  minority interest shares                              3,000          296,451               --                --           299,451

Net income (unaudited)                                     --               --          613,634                --           613,634

Dividends paid ($5.50 per share)                           --               --         (330,000)               --          (330,000)
                                                 ------------     ------------     ------------      ------------      ------------

BALANCES, DECEMBER 31, 1998
(UNAUDITED)                                      $    120,000     $  3,104,451     $  8,382,771      $    191,709      $ 11,798,931
                                                 ============     ============     ============      ============      ============
</TABLE>


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


                                                                            F-22
<PAGE>   95


                       HEBRON BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

<TABLE>
<CAPTION>
                                                      Six Months Ended                               Year Ended
                                                 --------December 31------        --------------------June 30--------------------
                                                    1998           1997               1998            1997                1996
                                                    ----           ----               ----            ----                ----
                                                 (unaudited)    (unaudited)                        (unaudited)        (unaudited)
<S>                                             <C>               <C>            <C>               <C>               <C>         
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                    $    613,634      $    764,157   $  1,569,276      $  1,423,950      $  1,123,015
  Adjustments to reconcile net income to
   net cash from operating activities
    Depreciation                                      61,425            56,765         91,118            88,387            85,493
    Minority interests in net income of
     consolidated subsidiaries                        17,079            19,624         40,275            36,554            28,873
    Amortization, net                                 72,170            49,606         92,577            35,705            93,437
    Provision for loan losses                         60,000            60,000        120,000           156,474           288,492
    Deferred income taxes                               (128)          (23,331)       (44,358)          (36,947)          (42,094)
    FHLB stock dividends                             (37,000)          (26,800)       (34,100)          (30,500)          (27,400)
    Investment securities gains, net                 (57,351)          (14,517)       (94,445)           (2,546)           (8,252)
    Changes in:
     Interest receivable                             (30,032)          (26,180)       (47,390)          114,854          (209,851)
     Other assets                                     11,519             3,411        (12,139)           17,675           (21,290)
     Interest payable                                (23,605)          (13,716)       (39,085)          (59,496)          120,327
     Other liabilities                                 9,252           (53,817)       (79,745)           47,645             7,945
     Income taxes refundable/payable                (119,361)          (67,281)       (39,075)           49,496            26,981
                                                ------------      ------------   ------------      ------------      ------------
      NET CASH FROM OPERATING ACTIVITIES             577,602           727,921      1,522,909         1,841,251         1,465,676

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of securities available for sale     (13,100,019)       (5,603,397)   (20,262,929)       (5,461,946)      (14,890,975)
  Proceeds from sales of securities available
   for sale                                        2,880,467         2,689,220      5,431,598         8,585,799           855,512
  Proceeds from maturities and calls of
   securities available for sale                   1,275,000         1,075,000      3,985,000         1,365,000         2,310,000
  Principal payments from securities
   available for sale                                974,885           603,700      3,073,091         1,697,238         1,520,168
  Principal payments from securities held
   to maturity                                       463,486           643,879      1,424,561         1,010,158           932,777
  Purchases of investment securities held
   to maturity                                            --                --             --                --        (1,020,000)
  Proceeds from maturities and calls of
   securities held to maturity                            --                --             --                --         2,180,000
  Purchases of FHLB stock                                 --                --             --                --           (13,600)
  Proceeds from sale of real estate acquired
   through foreclosure                                    --                --             --            49,000                --
  Net change in loans                                264,446        (5,084,356)      (967,878)       (4,846,645)       (3,289,174)
  Purchases of premises and equipment                (25,857)          (36,403)      (113,428)          (41,245)          (40,670)
                                                ------------      ------------   ------------      ------------      ------------
   NET CASH FROM INVESTING ACTIVITIES             (7,267,592)       (5,712,357)    (7,429,985)        2,357,359       (11,455,962)
</TABLE>

                                                                     (continued)
- --------------------------------------------------------------------------------


                                                                            F-23
<PAGE>   96


                       HEBRON BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                      Six Months Ended                              Year Ended
                                                 --------December 31------    ------------------------June 30----------------------
                                                    1998           1997              1998              1997            1996
                                                    ----           ----              ----              ----            ----
                                                 (unaudited)    (unaudited)                         (unaudited)     (unaudited)
<S>                                              <C>              <C>              <C>               <C>             <C>      
CASH FLOWS FROM FINANCING ACTIVITIES
  Net change in deposits                         8,004,453        1,677,855        6,210,900         (911,129)       8,966,447
  Advances from Federal Home Loan Bank                  --               --          973,000               --               --
  Repayment of Federal Home Loan Bank
   advances                                       (326,839)         (35,001)         (77,667)         (64,763)         (69,050)
  Repayment of debt                                     --               --               --               --          (12,000)
  Net change in agreements to repurchase
   securities                                     (490,861)      (1,130,225)      (1,290,652)       2,313,328       (1,272,149)
  Net change in federal funds purchased                 --        1,044,000               --       (1,300,000)       1,300,000
  Dividends paid                                  (330,000)        (292,500)        (292,500)        (234,000)        (146,250)
  Dividends paid to minority interests                  --           (7,500)          (7,500)          (6,000)          (3,750)
                                               -----------      -----------      -----------      -----------      -----------
   NET CASH FROM FINANCING ACTIVITIES            6,856,753        1,256,629        5,515,581         (202,564)       8,763,248

Net change in cash and cash equivalents            166,763       (3,727,807)        (391,495)       3,996,046       (1,227,038)

Cash and cash equivalents at beginning
  of period                                      6,354,522        6,746,017        6,746,017        2,749,971        3,977,009
                                               -----------      -----------      -----------      -----------      -----------

Cash and cash equivalents at end of period     $ 6,521,285      $ 3,018,210      $ 6,354,522      $ 6,746,017      $ 2,749,971

Supplemental disclosures of cash flow
  information
   Cash paid during the period for
    Interest                                   $ 2,094,548      $ 1,816,922      $ 3,707,475      $ 3,580,878      $ 3,452,626
    Income taxes                                   353,000          410,000          725,000          680,000          470,000

Supplemental schedule of non-cash
  investing activities
   Non-cash transfer from securities
    held to maturity to securities
    available for sale                                  --               --               --               --        6,739,223

  Change in unrealized gain (loss)
   on securities available for sale, net           137,532          130,186           80,396          415,113         (444,050)

  Loans transferred to real estate
   acquired through foreclosure                         --               --               --               --           49,000

  Common stock issued for minority
    Interest shares                                299,451               --               --               --               --
</TABLE>


                                 See accompanying notes to financial statements.
- --------------------------------------------------------------------------------


                                                                            F-24
<PAGE>   97


                       HEBRON BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (All information except at June 30, 1998 and the
                          year then ended is unaudited)
- --------------------------------------------------------------------------------

NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: The consolidated financial statements include the
accounts of Hebron Bancorp, Inc. (the Company) and its majority-owned
subsidiary, Hebron Deposit Bank, Hebron, Kentucky (the Bank). All material
intercompany transactions and balances have been eliminated.

Nature of Business: The Bank operates under a state bank charter, and provides
full banking services. As a state bank, the Bank is subject to regulation by the
Kentucky Department of Financial Institutions and the Federal Deposit Insurance
Corporation. The Company is subject to regulation by the Federal Reserve Bank.

Estimates in the Financial Statements: The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates. The allowance for loan losses and fair values of financial
instruments are particularly subject to change.

Cash and Cash Equivalents: For purposes of reporting cash flows, cash and cash
equivalents include cash on hand, amounts due from banks and federal funds sold.
Generally, federal funds are sold for one-day periods.

Investment Securities: The Bank classifies its investment securities into three
categories: trading, available for sale and held to maturity. The Bank has
classified certain municipal securities and asset-backed agency securities as
held to maturity based on management's positive intent and ability to hold such
securities to maturity. All remaining investment securities are classified as
available for sale. The Company has no investments classified as trading.

Investment securities available for sale are carried at fair value. Adjustments
from amortized cost to fair value are recorded in stockholders' equity, net of
related income tax, under unrealized gain (loss) on investment securities. The
adjustment is computed on the difference between fair value and cost adjusted
for amortization of premiums and accretion of discounts which are recorded as
adjustments to interest income using the constant yield method.

Investment securities held to maturity are stated at cost, adjusted for
amortization of premiums and accretion of discounts which are recorded as
adjustments to interest income using the constant yield method.


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

                                  (Continued)

                                                                            F-25
<PAGE>   98

                       HEBRON BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (All information except at June 30, 1998 and the
                          year then ended is unaudited)
- --------------------------------------------------------------------------------

NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loans: Loans are stated at the amount of unpaid principal, reduced by unearned
interest and an allowance for loan losses. Unearned interest is recognized as
income over the terms of the loans by a method which approximates the constant
yield method. Interest income on other loans is recognized on the accrual basis
except for those loans on a nonaccrual of income status. The accrual of interest
on impaired loans is discontinued when management believes, after consideration
of economic and business conditions and collection efforts, that the borrowers'
financial condition is such that collection of interest is doubtful. When
interest accrual is discontinued, interest income is subsequently recognized
only to the extent cash payments are received.

The allowance for loan losses is established through a provision for loan losses
charged to expense. Loans are charged against the allowance for loan losses when
management believes that the collectibility of the principal is unlikely. The
allowance is an amount that management believes will be adequate to absorb
possible losses on existing loans that may become uncollectible, based on
evaluations of the collectibility of loans and prior loan loss experience. The
evaluations take into consideration such factors as changes in the nature and
volume of the loan portfolio, current economic conditions that may affect the
borrowers' ability to pay, overall portfolio quality and review of specific
problem loans. Loans are charged against the allowance for loan losses when
management believes that the collectibility of the principal is unlikely.

The allowance for loan losses on impaired loans is determined using the present
value of estimated future cash flows of the loan discounted at the loan's
interest rate, or the fair value of the underlying collateral. A loan is
considered to be impaired when it is probable that all principal and interest
amounts will not be collected according to the loan contract.

Bank Premises and Equipment: Bank premises and equipment are stated at cost less
accumulated depreciation. Depreciation is recorded on the straight-line and
declining-balance methods.

Securities Sold Under Agreements to Repurchase: Securities sold under agreements
to repurchase generally mature within one to four days from the transaction
date. The securities underlying the agreements are maintained in a third-party
custodian's account under a written custodial agreement which explicitly
recognizes the Company's interest in the securities.

Income Taxes: Deferred income taxes are reported for temporary differences
between items of income or expense reported for financial statement purposes and
those reported for income tax purposes using the liability method. Under the
liability method, deferred income taxes are based on the change from the
beginning of the year in the deferred tax liability or asset established for the
expected future tax consequences of differences in the financial reporting and
tax bases of assets and liabilities. The differences relate principally to
unrealized gains and losses on investment securities, FHLB stock and the
allowance for loan losses.

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

                                  (Continued)


                                                                            F-26
<PAGE>   99
                       HEBRON BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (All information except at June 30, 1998 and the
                          year then ended is unaudited)
- --------------------------------------------------------------------------------

NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Per Share Information: During the year ended June 30, 1998, the Company adopted
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share", under which basic and diluted earnings per share are computed. Basic and
diluted earnings per share are based on net income divided by the weighted
average number of shares outstanding (58,500 shares) during the period. There
were no dilutive items outstanding during the period. All prior earnings per
share are reported under SFAS No. 128.

Effect of New Accounting Standards: In 1997, the FASB issued SFAS No. 130,
"Reporting Comprehensive Income", which requires that all items that are
components of comprehensive income (defined as "the change in equity (net of
assets) of a business enterprise during a period from transactions and other
events and circumstances from nonowner sources. It includes all changes in
equity during a period except those resulting from investments by owners and
distributions to owners"), be reported in the financial statements. The new
guidance is effective for fiscal years beginning after December 15, 1997 and
requires reclassification of prior periods presented. All information for all
periods has been presented under this new standard.

Recent Accounting Pronouncements: In 1998, the FASB issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". This new
standard requires companies to record all derivatives at fair value. Depending
on the use of the derivative and whether it qualifies for hedge accounting,
gains or losses resulting from changes in the values of those derivatives would
either be recorded as a component of net income or as a change in stockholders'
equity. The Company is required to adopt this new standard July 1, 1999.
Management has not yet determined the impact of this standard.

Unaudited Financial Statements: Financial information at June 30, 1997 and
December 31, 1998, and for the six months ended December 31, 1998 and 1997, and
for the years ended June 30, 1997 and 1996 is unaudited. In the opinion of
management of the Company, all adjustments necessary for a fair presentation of
such financial information have been included. All such adjustments are of a
normal recurring nature. The statements of income, cash flows and stockholders'
equity for the six months ended December 31, 1998 are not necessarily indicative
of the results which may be expected for the year ending June 30, 1999.

NOTE  2 - RESTRICTIONS ON CASH AND DUE FROM BANKS

Included in cash and due from banks are certain non-interest bearing deposits
that are held at the Federal Reserve or maintained in vault cash in accordance
with average balance requirements specified by the Federal Reserve Board of
Governors. The average balance requirement was $386,000 at June 30, 1998.

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

                                  (Continued)


                                                                            F-27
<PAGE>   100

                       HEBRON BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (All information except at June 30, 1998 and the
                          year then ended is unaudited)
- --------------------------------------------------------------------------------

NOTE  3 - INVESTMENT SECURITIES

Amortized cost and fair value of investment securities, by category, at June 30,
1998 are as follows:

<TABLE>
<CAPTION>
                                            Amortized      Unrealized      Unrealized          Fair
                                              Cost            Gains          Losses           Value
                                              ----            -----          ------           -----
<S>                                       <C>             <C>             <C>              <C>        
Available for sale
  U. S. Treasury securities               $ 4,504,577     $       299     $    (6,126)     $ 4,498,750
  Obligations of states and political
     subdivisions                          10,495,460         134,913          (6,842)      10,623,531
  Asset-backed securities                   7,799,942           4,878         (42,931)       7,761,889
                                          -----------     -----------     -----------      -----------

     Total available for sale             $22,799,979     $   140,090     $   (55,899)     $22,884,170
                                          ===========     ===========     ===========      ===========

Held to maturity
  Obligations of states and political
    subdivisions                          $    74,879     $        --     $        --      $    74,879
  Asset-backed securities                   3,270,917          86,129          (5,488)       3,351,558
                                          -----------     -----------     -----------      -----------

     Total held to maturity               $ 3,345,796     $    86,129     $    (5,488)     $ 3,426,437
                                          ===========     ===========     ===========      ===========
</TABLE>

Amortized cost and fair value of investment securities, by category, at June 30,
1997 are as follows (unaudited):

<TABLE>
<CAPTION>
                                            Amortized      Unrealized      Unrealized          Fair
                                              Cost            Gains          Losses           Value
                                              ----            -----          ------           -----
<S>                                       <C>             <C>             <C>              <C>        
Available for sale
  U. S. Treasury securities               $ 2,496,886     $       735     $      (746)     $ 2,496,875
  Obligations of states and political
     subdivisions                           5,047,762          96,577          (2,260)       5,142,079
  Asset-backed securities                   7,401,636          13,115        (148,164)       7,266,587
                                          -----------     -----------     -----------      -----------

     Total available for sale             $14,946,284     $   110,427     $  (151,170)     $14,905,541
                                          ===========     ===========     ===========      ===========

Held to maturity
  Obligations of states and political
    subdivisions                          $    83,351     $        --     $        --      $    83,351
  Asset-backed securities                   4,765,593         105,669         (31,645)       4,839,617
                                          -----------     -----------     -----------      -----------

     Total held to maturity               $ 4,848,944     $   105,669     $   (31,645)     $ 4,922,968
                                          ===========     ===========     ===========      ===========
</TABLE>



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

                                  (Continued)

                                                                            F-28
<PAGE>   101

                       HEBRON BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (All information except at June 30, 1998 and the
                          year then ended is unaudited)
- --------------------------------------------------------------------------------

NOTE  3 - INVESTMENT SECURITIES (Continued)

The amortized cost and fair values of investment securities at June 30, 1998, by
contractual maturity are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                               Amortized          Fair
                                                  Cost            Value
                                                  ----            -----
<S>                                           <C>             <C>        
Available for sale
   Due in one year or less                    $ 1,616,166     $ 1,619,291
   Due after one year through five years        6,377,395       6,395,563
   Due after five years through ten years       4,904,663       4,967,198
   Due after ten years                          2,101,813       2,140,229
   Asset-backed securities                      7,799,942       7,761,889
                                              -----------     -----------

     Total available for sale                 $22,799,979     $22,884,170
                                              ===========     ===========

Held to maturity
   Due after ten years                        $    74,879     $    74,879
   Asset-backed securities                      3,270,917       3,351,558
                                              -----------     -----------

     Total held to maturity                   $ 3,345,796     $ 3,426,437
                                              ===========     ===========
</TABLE>

     Proceeds from sales of investment securities during the years ended June
     30, 1998, 1997 and 1996 were $5,431,598, $8,585,799 and $855,512,
     respectively. Gross gains of $94,883, $10,833 and $8,252 and gross losses
     of $438, $8,287 and $0 were realized on those sales. Proceeds from
     maturities and calls of investment securities during the years ended June
     30, 1998, 1997 and 1996 were $3,985,000, $1,365,000 and $4,490,000,
     respectively. There were no gains or losses realized on those calls and
     maturities.


Investment securities with an amortized cost of approximately $5,185,000 at June
30, 1998 were pledged to secure public deposits.

NOTE  4 - LOANS

Loans at June 30 are summarized as follows:
<TABLE>
<CAPTION>
                                    1998            1997
                                    ----            ----
                                                (unaudited)
<S>                             <C>             <C>        
Commercial and agricultural     $ 7,972,342     $ 8,711,123
Real estate                      54,732,921      52,587,147
Consumer and installment          7,865,413       8,378,895
                                -----------     -----------
                                $70,570,676     $69,677,165
                                ===========     ===========
</TABLE>

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

                                  (Continued)


                                                                            F-29
<PAGE>   102

                       HEBRON BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (All information except at June 30, 1998 and the
                          year then ended is unaudited)
- --------------------------------------------------------------------------------

NOTE  4 - LOANS (Continued)

Loans to directors, executive officers, principal stockholders and their related
interests were approximately $1,188,000 at June 30, 1998. Such loans were made
in the ordinary course of business at the Bank's normal credit terms and
interest rates, and, in management's opinion, do not represent more than a
normal risk of collection. An analysis of the activity for the year ended June
30, 1998 with respect to these loans is as follows:

<TABLE>
<CAPTION>
<S>                                                           <C>    
Balance, June 30, 1997                                        $ 1,264,000
Additions, including loans now meeting
   disclosure requirements                                        145,000
Amounts collected, including loans no longer
   meeting disclosure requirements                               (221,000)
                                                              -----------
Balance, June 30, 1998                                        $ 1,188,000
                                                              ===========
</TABLE>

Changes in the allowance for loan losses were as follows:

<TABLE>
<CAPTION>
                               ------------Years Ended June 30----------
                                   1998          1997           1996
                                   ----          ----           ----
                                             (unaudited)     (unaudited)
<S>                            <C>            <C>            <C>      
Balance, beginning of year     $ 835,330      $ 696,000      $ 556,095
Loans charged off                (14,656)       (39,000)      (163,000)
Recoveries                        15,511         21,856         14,413
Provision for loan losses        120,000        156,474        288,492
                               ---------      ---------      ---------

Balance, end of year           $ 956,185      $ 835,330      $ 696,000
                               =========      =========      =========
</TABLE>

The Company's recorded investment in impaired loans was approximately $189,000
and $69,000 at June 30, 1998 and 1997, respectively, as measured using the value
of the underlying collateral. The total allowance for credit losses related to
those loans was approximately $88,000 and $29,000. The average recorded
investment of impaired loans was approximately $108,000, $46,000 and $139,000
for the years ended June 30, 1998, 1997 and 1996. Interest income recognized on
impaired loans totaled approximately $11,000, $0 and $0 for the years ended June
30, 1998, 1997 and 1996, respectively, which represented actual cash payments
received on impaired loans.

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

                                  (Continued)


                                                                            F-30
<PAGE>   103

                       HEBRON BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (All information except at June 30, 1998 and the
                          year then ended is unaudited)
- --------------------------------------------------------------------------------

NOTE  5 - BANK PREMISES AND EQUIPMENT

Bank premises and equipment at June 30 are summarized as follows:

<TABLE>
<CAPTION>
                                       1998           1997
                                       ----           ----
                                                  (unaudited)
<S>                                <C>            <C>       
Land and bank building             $1,481,217     $1,480,862
Furniture and equipment               726,402        644,560
Bank vehicles                          38,085         20,896
                                   ----------     ----------
                                    2,245,704      2,146,318
Less: Accumulated depreciation      1,083,045      1,005,969
                                   ----------     ----------

                                   $1,162,659     $1,140,349
                                   ==========     ==========
</TABLE>

Depreciation expense was $91,118, $88,387 and $85,493 for the years ended June
30, 1998, 1997 and 1996, respectively.

NOTE  6 - INCOME TAXES

The components of the provision for income taxes are as follows:

<TABLE>
<CAPTION>
                      ------------Years Ended June 30-----------
                          1998          1997           1996
                          ----          ----           ----
                                     (unaudited)    (unaudited)
<S>                   <C>            <C>            <C>      
Currently payable     $ 685,933      $ 729,495      $ 496,366
Deferred                (44,358)       (36,947)       (42,094)
                      ---------      ---------      ---------

                      $ 641,575      $ 692,548      $ 454,272
                      =========      =========      =========
</TABLE>

The Bank's deferred tax assets and liabilities at June 30 are shown below. No
valuation allowance for the realization of deferred tax assets is considered
necessary.
<TABLE>
<CAPTION>
                                                   1998         1997
                                                   ----         ----
<S>                                             <C>          <C>     
Deferred tax assets
   Allowance for loan losses                    $280,677     $239,586
   Unrealized loss on investment securities           --       13,507
   Other                                          18,261        2,964
                                                --------     --------
     Total deferred tax assets                   298,938      256,057
                                                --------     --------

Deferred tax liabilities
   Federal Home Loan Bank dividends               49,300       36,924
   Unrealized gain on investment securities       28,625           --
                                                --------     --------
     Total deferred tax liabilities               77,925       36,924
                                                --------     --------
       Net deferred tax asset                   $221,013     $219,133
                                                ========     ========
</TABLE>

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

                                  (Continued)


                                                                            F-31
<PAGE>   104
                       HEBRON BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (All information except at June 30, 1998 and the
                          year then ended is unaudited)
- --------------------------------------------------------------------------------

NOTE  6 - INCOME TAXES (Continued)

An analysis of the differences between the effective tax rates and the statutory
U. S. federal income tax rate is as follows:

<TABLE>
<CAPTION>
                                                  ---------------------------Years Ended June 30,--------------------------
                                                          1998                     1997                       1996
                                                          ----                     ----                       ----
                                                                                 (unaudited)                (unaudited)
<S>                                            <C>               <C>      <C>               <C>      <C>               <C>  
U. S. federal income tax rate                  $ 765,383         34.0%    $ 732,038         34.0%    $ 546,094         34.0%

Changes from the statutory rate:
   Tax-exempt investment income                 (132,898)        (5.8)      (68,834)        (3.2)      (72,192)        (4.5)

   Non-deductible interest expense related
     to carrying tax-exempt investments           20,720          0.9        10,089          0.5        10,248          0.7

   Other                                         (11,630)        (0.6)       19,255          0.9       (29,878)        (1.9)
                                               ---------         ----     ---------         ----     ---------         ----

                                               $ 641,575         28.5%    $ 692,548         32.2%    $ 454,272         28.3%
                                               =========         ====     =========         ====     =========         ====
</TABLE>

NOTE  7 - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

Securities sold under agreements to repurchase generally mature within one to
ninety days from the transaction date. Information concerning maturities sold
under agreements to repurchase at June 30 is summarized as follows:

<TABLE>
<CAPTION>
                                                 1998             1997
                                                              (unaudited)

<S>                                           <C>             <C>       
Year-end balance                              $1,772,476      $3,063,128
Average balance during the year               $2,026,603       3,559,941
Average interest rate during the year               4.42%           5.39%
Maximum month-end balance during the year     $2,324,609      $4,100,000
</TABLE>

U. S. Treasury and agency securities underlying the agreements are as follows:

<TABLE>
<CAPTION>
                            1998            1997
                                       (unaudited)
<S>                      <C>            <C>       
Carrying value           $2,706,000     $3,100,000

Estimated fair value     $2,683,000     $3,085,000
</TABLE>

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

                                  (Continued)


                                                                            F-32
<PAGE>   105

                       HEBRON BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (All information except at June 30, 1998 and the
                          year then ended is unaudited)
- --------------------------------------------------------------------------------

NOTE  8 - ADVANCES FROM FEDERAL HOME LOAN BANK

Borrowings from the Federal Home Loan Bank at June 30, 1998 and 1997 totaled
$2,056,853 and $1,161,520, respectively, and consist of advances with interest
rates ranging from 5.85% to 7.40% maturing at various dates in the years 2007
through 2013. Scheduled principal repayments at June 30, 1998 and 1997 are as
follows:

<TABLE>
<CAPTION>
                                                       1998           1997
                                                                    (unaudited)
<S>                                              <C>              <C>           
July 1, 1998 - June 30, 1999                     $     316,873    $       77,352
July 1, 1999 - June 30, 2000                           266,701            76,580
July 1, 2000 - June 30, 2001                           223,836            81,909
July 1, 2001 - June 30, 2002                           201,921            87,608
July 1, 2002 - June 30, 2003                           182,389            93,706
Thereafter                                             865,133           744,365
                                                  ------------    --------------
                                                 $   2,056,853    $    1,161,520
</TABLE>

The advances are collateralized by Federal Home Loan Bank stock and first
mortgage loans amounting to at least 150% of outstanding borrowings at June 30,
1998.

NOTE  9 - LIMITATION ON BANK DIVIDENDS

Banking regulations limit the amount of bank dividends that may be paid without
regulatory approval. Under these regulations, the amount of dividends that may
be paid in any calendar year is limited to the current year's net profits, as
defined, combined with the retained net profits of the preceding two years. As
of June 30, 1998, approximately $3,230,000 of the Bank's retained earnings were
free of such restrictions.

NOTE  10 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Bank is a party to financial instruments with off-balance sheet risk in the
normal course of business to meet the financing needs of its customers. These
financial instruments include standby letters of credit and commitments to
extend credit in the form of unused lines of credit. The Bank uses the same
credit policies in making commitments and conditional obligations as it does for
on-balance sheet instruments.

At June 30, 1998 and 1997, the Bank had the following financial instruments
whose contract amounts represent credit risk:

<TABLE>
<CAPTION>
                                    1998            1997
                                                 (unaudited)
<S>                              <C>            <C>       
Standby letters of credit        $       --     $    8,000
Commitments to extend credit     $2,933,000     $5,773,000
</TABLE>


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

                                  (Continued)


                                                                            F-33
<PAGE>   106

                       HEBRON BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (All information except at June 30, 1998 and the
                          year then ended is unaudited)
- --------------------------------------------------------------------------------

NOTE  10 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK (Continued)

Standby letters of credit represent conditional commitments issued by the Bank
to guarantee the performance of a customer to a third party. The credit risk
involved in issuing these letters of credit is essentially the same as the risk
involved in extending loans to customers.

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. Since many of the commitments are expected to expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Bank evaluates each customer's
creditworthiness on a case-by-case basis. Collateral held varies but includes
primarily real estate, equipment, and time deposits.

NOTE  11 - CONCENTRATION OF CREDIT RISK

The majority of the Bank's business activity is with customers located within
Boone County, Kentucky and adjoining counties. Manufacturing and service
industries are prominent in the area. Although the Bank has a diverse loan
portfolio, a substantial portion of its debtors' ability to perform on their
contracts is somewhat dependent on the local economy.

NOTE  12 - PROFIT SHARING PLAN AND 401(k) PLAN

The Bank has a profit sharing plan covering all eligible employees.
Contributions to the plan are discretionary, determined each year by the Board
of Directors. During 1998, the Bank contributed 3% of each eligible employee's
compensation to the plan. Profit sharing expense recorded during the years ended
June 30, 1998, 1997 and 1996 amounted to $27,732, $30,600 and $20,305,
respectively.

The Bank also has a 401(k) plan covering all eligible employees. Employer
matching contributions are discretionary, determined each year by the Board of
Directors. Matching contributions, based on 50% of employee contributions on the
first 6% contributed, totaled $20,868, $19,316 and $0 for the years ended June
30, 1998, 1997 and 1996, respectively.

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

                                  (Continued)


                                                                            F-34
<PAGE>   107

                       HEBRON BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (All information except at June 30, 1998 and the
                          year then ended is unaudited)
- --------------------------------------------------------------------------------

NOTE  13 - DEPOSITS

At June 30, 1998, the scheduled maturities of time deposits are as follows:

<TABLE>
<CAPTION>
        <S>                                       <C>          
         1998                                     $  15,837,092
         1999                                        19,568,261
         2000                                        10,768,667
         2001                                         6,097,459
         2002 and thereafter                            437,597
                                                  -------------

                                                  $  52,709,076
                                                  =============
</TABLE>

Directors, executive directors and businesses in which they have a substantial
interest had deposits of approximately $3,186,000 at June 30, 1998.

NOTE  14 - REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements administered by
the federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory and possible additional discretionary actions by
regulators that, if undertaken, could have a direct material effect on the
Bank's financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet specific
capital guidelines that involve quantitative measures of the Bank's assets,
liabilities, and certain off-balance-sheet items as calculated under regulatory
accounting practices. The Bank's capital amounts and classifications are also
subject to qualitative judgments by regulators about components, risk
weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios (set forth in the
following table) of Total and Tier I capital (as defined in the regulations) to
risk-weighted assets (as defined), and of Tier I capital to average assets (as
defined). Management believes, as of June 30, 1998, that the Bank meets all
capital adequacy requirements to which it is subject.

As of June 30, 1998, the most recent notification with the Federal Deposit
Insurance Corporation categorized the Bank as well capitalized under the
regulatory framework for prompt corrective action. To be categorized as well
capitalized, the Bank must maintain minimum Total risk-based, Tier I risk-based,
and Tier I leverage ratios as set forth in the following table. There are no
conditions or events since that notification that management believes have
changed the institution's category.

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

                                  (Continued)


                                                                            F-35
<PAGE>   108

                       HEBRON BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (All information except at June 30, 1998 and the
                          year then ended is unaudited)
- --------------------------------------------------------------------------------

NOTE  14 - REGULATORY MATTERS (Continued)

<TABLE>
<CAPTION>
                                                                                                        To Be Well
                                                                                                        Capitalized
                                                                                                       Under Prompt
                                                                                For Capital             Corrective
                                                            Actual           Adequacy Purposes       Action Provisions
                                                    Amount        Ratio       Amount      Ratio      Amount     Ratio
<S>                                             <C>               <C>      <C>            <C>      <C>         <C>   
As of June 30, 1998:
 Total Capital (to Risk-Weighted Assets)        $  12,083,000     19.34%   $  4,999,000   8.00%    $6,249,000  10.00%
 Tier I Capital (to Risk-Weighted Assets)          11,302,000     18.09       2,499,000   4.00      3,749,000   6.00
 Tier I Capital (to Average Assets)                11,302,000     11.28       4,008,000   4.00      5,009,000   5.00

As of June 30, 1997 (unaudited):
 Total Capital (to Risk-Weighted Assets)        $  10,825,916     18.04%   $  4,799,690   8.00%    $5,999,613  10.00%
 Tier I Capital (to Risk-Weighted Assets)           9,990,585     16.65       2,399,845   4.00      3,599,768   6.00
 Tier I Capital (to Average Assets)                 9,990,585     10.55       3,788,840   4.00      4,435,600   5.00
</TABLE>

NOTE  15 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

At June 30, 1998, the Company's total assets exceeded $100 million and therefore
is required to disclose the fair value of its financial instruments. The
following methods and assumptions were used to estimate the fair value of each
class of financial instruments for which it is practicable to estimate that
value.

Cash and Cash Equivalents: For those short-term instruments, the carrying amount
is a reasonable estimate of fair value.

Investment Securities: Fair values are based on quoted market prices or dealer
quotes.

Loans: Fair value is estimated by discounting the future cash flows using the
current rates at which similar loans would be made to borrowers with similar
credit ratings and for the same remaining maturities.

Deposit Liabilities: Fair value of demand deposits, savings accounts, and
certain money market deposits is the amount payable on demand at the reporting
date. The fair value of fixed-rate certificates of deposit is estimated by
discounting the future cash flows using the rates currently offered for deposits
of similar remaining maturities.

Other Borrowed Funds: The fair value of fixed-rate borrowings is estimated by
discounting the future cash flows using a rate which approximates market
borrowings of a similar maturity. The carrying value of variable-rate borrowed
funds is a reasonable estimate of fair value.

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

                                  (Continued)


                                                                            F-36
<PAGE>   109

                       HEBRON BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (All information except at June 30, 1998 and the
                          year then ended is unaudited)
- --------------------------------------------------------------------------------

NOTE  15 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

Commitments to Extend Credit and Standby Letters of Credit: Commitments to
extend credit and standby letters of credit represent agreements to lend to a
customer at the market rate when the loan is extended, thus the commitments and
letters of credit are not considered to have a fair value.

The estimated fair values of the Company's financial instruments at June 30,
1998 are as follows:

<TABLE>
<CAPTION>
                                       Carrying          Fair
                                        Amount           Value
                                        ------           -----
<S>                                 <C>              <C>         
Financial assets
   Cash and cash equivalents        $  6,354,522     $  6,354,522
   Investment securities              26,229,966       26,310,607
   Federal Home Loan Bank stock          493,500          493,500
   Loans, net of allowance            68,867,607       68,686,738
                                    ------------     ------------

                                    $101,945,595     $101,845,367
                                    ============     ============

Financial liabilities
   Deposits                         $ 88,364,959     $ 88,863,097
   Other borrowed funds                3,829,329        3,845,051
                                    ------------     ------------

                                    $ 92,194,288     $ 92,708,148
                                    ============     ============
</TABLE>

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

                                  (Continued)


                                                                            F-37
<PAGE>   110

                       HEBRON BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (All information except at June 30, 1998 and the
                          year then ended is unaudited)
- --------------------------------------------------------------------------------

NOTE  16 - PARENT COMPANY FINANCIAL STATEMENTS

                             Condensed Balance Sheet

<TABLE>
<CAPTION>
                                                             -----------June 30---------
                                                                 1998            1997
                                                                 ----            ----
                                                                               (unaudited)
<S>                                                           <C>             <C>        
ASSETS
Cash                                                          $     2,352     $       830
Investment in subsidiaries                                     11,073,179       9,714,603
Other assets                                                        2,783           5,709
                                                              -----------     -----------

Total assets                                                  $11,078,314     $ 9,721,142
                                                              ===========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Stockholders' equity
   Common stock, no par value; 120,000 shares
     authorized; 58,500 shares issued and outstanding         $   117,000     $   117,000
   Surplus                                                      2,808,000       2,808,000
   Retained earnings                                            8,099,137       6,822,361
   Net unrealized losses on securities available for sale          54,177         (26,219)
                                                              -----------     -----------

       Total stockholders' equity                             $11,078,314     $ 9,721,142
                                                              ===========     ===========
</TABLE>

                          Condensed Statement of Income

<TABLE>
<CAPTION>
                                                 -------------------Years Ended June 30-------------------
                                                       1998           1997             1996
                                                                   (unaudited)     (unaudited)
<S>                                              <C>              <C>              <C>        
Income
   Dividends from subsidiary bank                $   292,500      $   234,000      $   159,705

Expenses
   Other expenses                                      2,128            2,513            4,620
                                                 -----------      -----------      -----------

Income before income taxes and equity
   in undistributed income of subsidiary             290,372          231,487          155,085

Income tax expense (benefit)                            (724)            (839)          (1,570)
                                                 -----------      -----------      -----------

Income before equity in undistributed
   income of subsidiary                              291,096          232,326          156,655

Equity in undistributed income of subsidiary       1,278,180        1,191,624          966,360
                                                 -----------      -----------      -----------

NET INCOME                                       $ 1,569,276      $ 1,423,950      $ 1,123,015
                                                 ===========      ===========      ===========
</TABLE>

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

                                  (Continued)


                                                                            F-38
<PAGE>   111

                       HEBRON BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (All information except at June 30, 1998 and the
                          year then ended is unaudited)
- --------------------------------------------------------------------------------

NOTE  16 - PARENT COMPANY FINANCIAL STATEMENTS (Continued)

                        Condensed Statement of Cash Flows

<TABLE>
<CAPTION>
                                                   -------------Years Ended June 30-------------
                                                       1998            1997             1996
                                                                    (unaudited)      (unaudited)
<S>                                                <C>              <C>              <C>        
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                      $ 1,569,276      $ 1,423,950      $ 1,123,015
   Adjustments to reconcile net income
     to net cash from operating activities
       Equity in undistributed income of
         subsidiary                                 (1,278,180)      (1,191,624)        (966,360)
       Change in other assets                            2,926            2,411              744
       Change in other liabilities                          --               --          (12,000)
                                                   -----------      -----------      -----------
         NET CASH FROM OPERATING ACTIVITIES            294,022          234,737          145,399

CASH FLOWS FROM FINANCING ACTIVITIES
   Dividends paid                                     (292,500)        (234,000)        (146,250)
                                                   -----------      -----------      -----------

Net change in cash and cash equivalents                  1,522              737             (851)

Cash and cash equivalents at beginning of year             830               93              944
                                                   -----------      -----------      -----------

CASH AND CASH EQUIVALENTS AT END OF YEAR           $     2,352      $       830      $        93
                                                   ===========      ===========      ===========
</TABLE>




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


                                                                            F-39
<PAGE>   112
                                                                      APPENDIX A








                          PLAN AND AGREEMENT OF MERGER
                                     BETWEEN
                            FIRST FINANCIAL BANCORP.
                                       AND
                              HEBRON BANCORP, INC.


<PAGE>   113




                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----


<S>      <C>                                                                                                    <C>
1.       Recitals.................................................................................................1


2.       The Merger; Tax Effect...................................................................................2


3.       Closing..................................................................................................2


4.       Effective Time...........................................................................................2


5.       Governing Law; Articles of Incorporation.................................................................2


6.       Regulations..............................................................................................2


7.Directors and Officers..........................................................................................2


8.       Conversion of Shares in the Merger.......................................................................3
         8.1.     FFB's Common Shares.............................................................................3
         8.2.     HBI's Common Shares.............................................................................3
         8.3.     Consideration; Exchange Ratio...................................................................3
         8.4.     Surrender of HBI Certificates...................................................................4
         8.5.     Fractional Interests............................................................................4


9.       Effect of the Merger.....................................................................................4


10.      Approval of Shareholders.................................................................................5


11.      HBI's Representations and Warranties.....................................................................5
         11.1.    Organization....................................................................................5
         11.2.    Corporate Authority.............................................................................5
         11.3.    Capitalization..................................................................................5
         11.4.    List of Information.............................................................................6
         11.5.    Subsidiaries....................................................................................6
         11.6.    Financial Statements............................................................................6
         11.7.    Intellectual Property...........................................................................6
         11.8.    Good and Marketable Title.......................................................................7
</TABLE>


                                       i
<PAGE>   114

<TABLE>
<S>      <C>                                                                                                    <C>
         11.9.    Taxes...........................................................................................7
         11.10.   Absence of Certain Changes or Events............................................................8
         11.11.   Contracts and Agreements........................................................................8
         11.12.   Insurance.......................................................................................8
         11.13.   Litigation and Proceedings......................................................................8
         11.14.   Material Contracts; No Conflict with Other Instruments..........................................8
         11.15.   Governmental Authorizations and Filings.........................................................9
         11.16.   Consents and Approvals..........................................................................9
         11.17.   Brokers.........................................................................................9
         11.18.   Environmental Matters...........................................................................9
         11.19.   Validity of Contemplated Transactions..........................................................10
         11.20.   Year 2000 Compliance...........................................................................10
         11.21.   Employee Benefit Plans.........................................................................11


12.      FFB's Representations and Warranties....................................................................12
         12.1.    Organization...................................................................................12
         12.2.    Corporate Authority............................................................................12
         12.3.    Subsidiaries...................................................................................12
         12.4.    Capitalization.................................................................................12
         12.5.    Shares to be Issued............................................................................13
         12.6.    Financial Statements...........................................................................13
         12.7     Absence of Certain Changes or Events...........................................................13
         12.8.    Litigation and Proceedings.....................................................................13
         12.9.    Consents and Approvals.........................................................................13
         12.10.   Brokers........................................................................................14
         12.11.   Validity of Contemplated Transactions..........................................................14
         12.12    Year 2000 Compliance...........................................................................14
         12.13    Intellectual Property..........................................................................14
         12.14    Good and Marketable Title......................................................................15
         12.15    Taxes..........................................................................................15
         12.16    Environmental Matters..........................................................................16
         12.17    Material Contracts; No Conflict with Other Instruments.........................................16


13.      Conduct of Business Pending the Merger..................................................................17
         13.1.    Negative Covenants of HBI......................................................................17
         13.2     Dividends......................................................................................17
         13.3.    HBI Efforts....................................................................................17
</TABLE>




                                       ii
<PAGE>   115

<TABLE>
<S>      <C>                                                                                                    <C>
14.      Additional Agreements...................................................................................17
         14.1.    Access and Information.........................................................................17
         14.2.    Confidentiality................................................................................18
         14.3.    Registration Statement.........................................................................18
         14.4.    Employee Benefits..............................................................................18
         14.5.    Expenses.......................................................................................19
         14.6.    Further Assurances.............................................................................19
         14.7.    Pooling........................................................................................19
         14.8.    Audited Financial Statements...................................................................19
         14.9.    Press Releases.................................................................................20
         14.10.   Seller Affiliates..............................................................................20
         14.11.   Acquisition Transactions.......................................................................20


15.      Conditions Precedent; Terminations......................................................................21
         15.1.    Conditions Precedent to Obligations of the Parties.............................................21
         15.2.    Conditions Precedent to FFB's Obligations......................................................22
         15.3.    Conditions Precedent to HBI's Obligation.......................................................23
         15.4.    Termination and Abandonment....................................................................24
         15.5.    Effect of Termination..........................................................................27
         15.7.    Expenses.......................................................................................27


16.      General Provisions......................................................................................27
         16.1.    Definitions....................................................................................27
         16.2.    Amendments.....................................................................................27
         16.3.    Purchase of "Tail Coverage" for Directors' and Officers' Insurance.............................27
         16.4.    No Survival....................................................................................27
         16.5.    Notices........................................................................................28
         16.6.    Binding Nature of Agreement....................................................................28
         16.7.    Entire Agreement...............................................................................28
         16.8.    Remedies.......................................................................................28
         16.9.    Headings.......................................................................................29
         16.10.   Assignment.....................................................................................29
         16.11.   Governing Law..................................................................................29
         16.12.   Counterparts...................................................................................29
         16.13.   Knowledge of HBI...............................................................................29
</TABLE>


                                      iii
<PAGE>   116


                          PLAN AND AGREEMENT OF MERGER

                                     BETWEEN

                            FIRST FINANCIAL BANCORP.

                                       AND

                              HEBRON BANCORP, INC.


         THIS PLAN AND AGREEMENT OF MERGER (the "Agreement") is made and entered
into this 31st day of December, 1998 by and between FIRST FINANCIAL BANCORP
("FFB"), an Ohio corporation and registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended ("BHCA"), and a savings and loan
holding company under the Savings and Loan Holding Company Act, and HEBRON
BANCORP, INC. ("HBI"), a Kentucky corporation and registered as a bank holding
company under the BHCA.

1.       RECITALS.

         1.1 FFB is a corporation duly organized and existing under the laws of
the State of Ohio, having been incorporated on August 8, 1982. HBI is a
corporation duly organized and existing under the laws of the Commonwealth of
Kentucky, having been incorporated on January 25, 1994.

         1.2 The Boards of Directors of FFB and HBI deem it advisable for the
general welfare and advantage of FFB and HBI and their respective shareholders
and other constituencies that HBI merge with and into FFB pursuant to this
Agreement and pursuant to the applicable provisions of the laws of the State of
Ohio and Commonwealth of Kentucky, subject to the approval of various federal
and state regulatory authorities. The parties intend that the transaction shall
constitute a tax-free reorganization for federal income tax purposes.

         1.3 As of November 6, 1998 the authorized capital stock of FFB
consisted of 60,000,000 common shares, without par value ("FFB Common Shares"),
of which 32,921,329 shares were outstanding.

         1.4 The authorized capital stock of HBI consists solely of 120,000
shares of common stock, without par value ("HBI Common Shares"), of which 60,000
shares were issued and outstanding.

         1.5 Hebron Deposit Bank ("Bank") is the only subsidiary of HBI. The
authorized capital stock of Bank consists of 1,200 shares of common stock, par
value $100 per share ("Bank Common Shares"), of which 1,200 shares were issued
and outstanding and 1,200 Bank Common Shares were owned by HBI.

         NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual agreements herein contained, the parties hereby agree as follows: 


<PAGE>   117

2.       THE MERGER; TAX EFFECT. Upon the terms and subject to the conditions 
set forth in this Agreement, at the Effective Time (as defined in Section 4), in
accordance with the applicable statutory provisions of the State of Ohio and
Commonwealth of Kentucky, the United States of America, and any regulatory
approvals, HBI will be merged with and into FFB and the separate corporate
existence of HBI shall thereupon cease (the "Merger"). FFB will be the surviving
corporation in the Merger (said corporation hereafter being sometimes called the
"Surviving Corporation"), and the separate corporate existence of FFB with all
of its rights, privileges, immunities, powers and franchises shall continue
unaffected by the Merger. The Bank, a 100%-owned subsidiary of HBI, will
continue as a subsidiary of the Surviving Corporation. The parties intend for
the Merger to qualify as a tax-free reorganization within the meaning of Section
368(a)(1)(A) and related provisions of the Internal Revenue Code of 1986, as
amended (the "Code").

3.       CLOSING. The delivery of the certificates and opinions called for by 
this Agreement shall take place at the office of Frost & Jacobs, 2500 PNC
Center, 201 East Fifth Street, Cincinnati, Ohio 45201, at a closing (the
"Closing") fixed by agreement of FFB and HBI (the "Closing Date") as promptly as
practicable following the latest of (i) approval by all the applicable
governmental authorities; (ii) the expiration of any waiting period imposed by
law; (iii) satisfaction or waiver (to the extent legally permissible) of the
conditions set forth in Section 15.1, 15.2 and 15.3 of this Agreement; and (iv)
expiration of the 10-day period commencing after the Valuation Date (as defined
in Section 15.4.7).

4.       EFFECTIVE TIME. As soon as practicable following the Closing, FFB will 
cause (i) the Certificate of Merger in the form attached hereto as Exhibit A
(the "Ohio Articles of Merger") to be filed with the office of the Secretary of
State of the State of Ohio (the "Ohio Secretary of State") and (ii) Articles of
Merger in the form attached hereto as Exhibit B (the "Kentucky Articles of
Merger") to be filed with the office of the Secretary of State of the
Commonwealth of Kentucky (the "Kentucky Secretary of State"). The Merger will
become effective (the "Effective Time") on the date on which the latest of the
following actions will have been completed: (i) at the time when the Ohio
Articles of Merger are accepted for filing by the Ohio Secretary of State, (ii)
at the time when the Kentucky Articles of Merger are accepted for filing by the
Kentucky Secretary of State or (iii) such later time agreed to by FFB and HBI
and established under the Ohio and Kentucky Articles of Merger but not later
than 30 days after the Closing Date.

5.       GOVERNING LAW; ARTICLES OF INCORPORATION. The laws which are to govern 
the Surviving Corporation are the laws of the State of Ohio. The Articles of
Incorporation of FFB, at the Effective Time, will be the Articles of
Incorporation of the Surviving Corporation until the same will be further
amended or altered in accordance with the provisions thereof.

6.       REGULATIONS. The Regulations of FFB at the Effective Time will be the
Regulations of the Surviving Corporation until the same will be altered or
amended in accordance with the provisions thereof.

7.       DIRECTORS AND OFFICERS. The directors of FFB at the Effective Time will
be the directors of the Surviving Corporation until their respective successors
are duly elected and qualified. Subject to the authority of the Board of
Directors as provided by law and the Regulations of the Surviving Corporation,
the officers of FFB at the Effective Time will be the officers of the 



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<PAGE>   118

Surviving Corporation. The directors of Bank at the Effective Time will be the
directors of Bank until their respective successors are duly elected and
qualified. Subject to the authority of the board of directors of Bank as
provided by law and the By-Laws of Bank, the officers of Bank at the Effective
Time will continue to serve as officers of Bank after the Effective Time.

8.       CONVERSION OF SHARES IN THE MERGER. The mode of carrying into effect 
the Merger provided in this Agreement and the manner and basis of converting the
shares of the constituent corporation into shares of the Surviving Corporation
are as follows:

         8.1 FFB'S COMMON SHARES. None of the FFB Common Shares issued at the
Effective Time will be converted as a result of the Merger, but all such shares
(including shares held in the treasury) will remain issued shares of FFB.

         8.2 HBI'S COMMON SHARES. At the Effective Time, each HBI Common Share
outstanding immediately prior to the Effective Time (except as otherwise
provided in Section 8.5 and except for shares held by shareholders who have
perfected their right to dissent under Title 271B, Chapter 13 of the Kentucky
Revised Statutes ("KRS")) will by virtue of the Merger be converted into FFB
Common Shares as determined pursuant to Section 8.3 below, and each HBI Common
Share held in treasury immediately prior to the Effective Time will be
cancelled.

         8.3 CONSIDERATION; EXCHANGE RATIO.

                  8.3.1 Each HBI Common Share issued and outstanding immediately
prior to the Effective Time shall be converted into, and become exchangeable
for, a number (the "Exchange Ratio") of FFB Common Shares (the "Merger
Consideration"), the numerator of which shall be 1,222,650 (which number is
adjusted for the 10% stock dividend declared by FFB on November 24, 1998) and
the denominator of which shall be the number of HBI Common Shares outstanding,
on a fully diluted basis, immediately prior to the Effective Time; provided,
however that dissenting shareholders of HBI who perfect their rights under the
laws of the Commonwealth of Kentucky will receive cash in such amount per HBI
Common Share which they own as determined in accordance with KRS Sections
271B.13-010 through 271B.13-310. In the event that prior to the Effective Time
the outstanding FFB Common Shares shall have been increased, decreased or
changed into or exchanged for a different number or kind of shares or securities
by reorganization, recapitalization, reclassification, stock dividend, stock
split or other like changes in FFB's capitalization, all without FFB receiving
consideration therefor, then an appropriate and proportionate adjustment shall
be made in the Exchange Ratio. As of the date of this Agreement, the Exchange
Ratio is 20.3775.

                  8.3.2 At the Effective Time, each of the then issued and
outstanding HBI Common Shares will be cancelled and extinguished and, in
consideration and in exchange therefor, the holders thereof will be entitled,
upon compliance with Section 8.4, to receive from FFB the number of FFB Common
Shares as determined pursuant to Section 8.3.1, and the holders that perfect
their right to dissent will receive fair value for their shares pursuant to KRS
271B.13.

                  8.3.3 After determining the Exchange Ratio, each holder of
outstanding HBI Common Shares after the Effective Time, upon surrender to FFB,
will be entitled to receive one 



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<PAGE>   119

or more stock certificates of FFB into which the HBI Common Shares so
surrendered will have been converted as aforesaid. No dividends that may have
been declared by FFB after the Effective Time and prior to the surrender of HBI
Common Shares will be paid until such shares have been presented for exchange to
FFB.

         8.4 SURRENDER OF HBI CERTIFICATES. As soon as practicable after the
Effective Time, the stock certificates representing HBI Common Shares issued and
outstanding at the Effective Time will be surrendered for exchange to FFB. As
promptly as practicable after the Effective Time, FFB will cause the Registrar
and Transfer Company ( the "Exchange Agent") to prepare and mail to each holder
of record of an outstanding certificate or certificates prior thereto
representing HBI Common Shares a letter of transmittal containing instructions
for the surrender of the certificate or certificates of HBI held by such holder.
Upon surrender of the certificate or certificates that prior thereto represented
HBI Common Shares in accordance with instructions set forth in the letter of
transmittal, such holder will be entitled to receive in exchange therefor,
certificates representing the number of whole shares of FFB into which the
shares represented by the certificate or certificates so surrendered will have
been converted, without interest and the payment for any fractional interest as
set forth in Section 8.5 below. The Exchange Agent will not be obligated to
deliver certificates for FFB Common Shares to a former stockholder of HBI until
such former stockholder surrenders his or her certificate or certificates
representing shares of HBI or, in default thereof, an appropriate affidavit of
loss and indemnity agreement or bond as may be required by FFB. Until so
surrendered for exchange, each such stock certificate formerly representing HBI
Common Shares will be deemed for all corporate purposes (except for the payment
of dividends, which will be subject to the exchange of stock certificates as
above provided) to evidence the ownership of the number of common shares of the
Surviving Corporation that the holder thereof would be entitled to receive upon
its surrender to FFB.

         8.5 FRACTIONAL INTERESTS. No fractional FFB Common Shares or
certificate or scrip representing the same will be issued. In lieu thereof, each
holder of HBI's Common Shares having a fractional interest arising upon such
conversion will be paid in cash by the Exchange Agent on behalf of FFB for the
additional fractional interest. Such payment will be equal to the fractional
interest times the Average Closing Price as defined in Section 15.4.7. This
amount will not be paid to any holder of HBI's Common Shares who will not have
surrendered his or her certificates for exchange pursuant to Section 8.4 hereof,
and FFB will retain such amount until such time as such certificates have been
surrendered.

9.       EFFECT OF THE MERGER. At the Effective Time, the Surviving Corporation 
will succeed to, without other transfer, and will possess and enjoy, all the
rights, privileges, immunities, powers and franchises both of a public and a
private nature, and be subject to all the restrictions, disabilities and duties
of each of FFB and HBI, and all the rights, privileges, immunities, powers and
franchises of each of FFB and HBI and all property, real, personal and mixed,
and all debts due to either of said constituent corporations on whatever
account, for stock subscriptions as well as for all other things in action or
belonging to each of said corporations, will be vested in the Surviving
Corporation; and all property, rights, privileges, immunities, powers and
franchises, and all and every other interest will be thereafter as effectually
the property of the Surviving Corporation as they were of FFB and HBI,
respectively, and the title to any real estate vested by deed or otherwise in
either of FFB and HBI will not revert or be in any way impaired by reason 



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<PAGE>   120

of the Merger; provided, however, that all rights of creditors and all liens
upon any property of either of FFB or HBI will be preserved unimpaired, limited
in lien to the property affected by such liens at the Effective Time, and all
debts, liabilities and duties of said constituent corporations, respectively,
will thenceforth attach to the Surviving Corporation and may be enforced against
it to the same extent as if said debts, liabilities and duties had been incurred
or contracted by the Surviving Corporation.

10.      APPROVAL OF SHAREHOLDERS. This Agreement will be submitted to the
shareholders of HBI for adoption and approval on or before June 30, 1999 or such
later date as the Boards of Directors of FFB and HBI mutually approve.

11.      HBI'S REPRESENTATIONS AND WARRANTIES. Except as disclosed in writing
delivered to FFB concurrently with the execution of this Agreement (the
"Disclosure Schedule"), HBI represents and warrants to FFB as of the date hereof
and as of the Closing Date as follows:

         11.1 ORGANIZATION. HBI is a corporation duly organized and validly
existing under the laws of the Commonwealth of Kentucky and is registered as a
bank holding company under the BHCA. HBI has the corporate power to carry on its
businesses as they are now being conducted and is qualified to do business in
each jurisdiction in which the character and location of the assets owned by it,
or the nature of the business transacted by it, requires qualification.

         11.2 CORPORATE AUTHORITY. HBI has all requisite corporate power and
authority and has taken all corporate action necessary in order to execute,
deliver and perform its obligations under this Agreement and to consummate,
subject only to the approval of the Merger by the holders of at least a majority
of the outstanding HBI Common Shares entitled to vote on the matter, the Merger.
This Agreement is a valid and binding agreement of HBI enforceable against the
Company in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles (the "Bankruptcy and Equity Exception").

         The Board of Directors of HBI (i) has unanimously adopted the plan of
merger set forth herein and approved this Agreement and the other transactions
contemplated hereby, (ii) has declared that the Merger and this Agreement and
the other transactions contemplated hereby are advisable and (iii) has received
the opinion of its financial advisor, Professional Bank Services, Inc. ("PBS"),
to the effect that as of the date hereof, the Exchange Ratio to be received by
the holders of the HBI Common Shares in the Merger is fair to such holders from
a financial point of view.

         11.3 CAPITALIZATION. HBI's capitalization consists solely of 120,000
authorized HBI Common Shares, of which, as of the date hereof, 60,000 shares
were issued and outstanding. Each HBI Common Share was validly issued, fully
paid and non-assessable, and each outstanding HBI Common Share is entitled to
one vote. There are no outstanding subscriptions, options, warrants, calls or
rights of any kind relating to or providing for the issuance, sale, delivery or
transfer of any class of securities of HBI.



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         11.4 LIST OF INFORMATION. For the due diligence examination in
November, 1998, HBI delivered to FFB certain information concerning HBI dated as
of the date furnished. To the best knowledge of HBI, such information and the
copies of documents furnished to FFB are accurate in all material respects as of
the date furnished.

         11.5 SUBSIDIARIES. HBI has one 100%-owned Subsidiary, the Bank. The
authorized capital stock of Bank consists of 1,200 shares of common stock, par
value $100 per share ("Bank Common Shares"), of which 1,200 shares were issued
and outstanding and 1,200 Bank Common Shares were owned by HBI. HBI has no other
Subsidiaries. Bank is a state bank duly organized and validly existing under the
laws of the Commonwealth of Kentucky. Bank has the corporate power to carry on
its businesses as they are now being conducted and is qualified to do business
in each jurisdiction in which the character and location of the assets owned by
it, or the nature of the business transacted by it, requires qualification. All
of the outstanding shares of the stock of Bank are validly issued, fully paid
and non-assessable, except as provided under federal banking law, and all such
shares are owned by HBI free and clear of all liens, claims, charges or
encumbrances. There are no outstanding preferred shares, subscriptions, options,
warrants, calls or rights of any kind relating to or providing for the issuance,
sale, delivery or transfer of any class of securities of Bank.

         11.6 FINANCIAL STATEMENTS. HBI has delivered to FFB copies of the
Bank's balance sheets as of June 30, 1998 and 1997, in each case including the
notes thereto, all certified by Crowe, Chizek and Company LLP, independent
public accountants, or one of said accountant's predecessor firms.

         All of such financial statements present fairly the financial positions
as of and at the dates shown. They have been prepared in accordance with
generally accepted accounting principles consistently followed throughout the
periods indicated, except as otherwise indicated in the notes thereto. Each of
the balance sheets presents a true and complete statement in all material
respects as of its date of the Bank's financial condition. All material
liabilities of the Bank (including any contingent liabilities), as of the date
of each balance sheet, were properly accrued in such balance sheet or disclosed
in the related footnotes, in accordance with generally accepted accounting
principles.

         HBI has delivered to FFB copies of its June 30, 1998 and December 31,
1997 Form FRY-9SP as filed with the Board of Governors of the Federal Reserve
System. All financial statements and data included in such Forms present fairly
the financial positions as of and at the dates shown.

         11.7 INTELLECTUAL PROPERTY. HBI and Bank do not have knowledge of any
valid grounds for any bona fide claims (i) to the effect that their licensing or
use of any product as now used, sold or licensed or proposed for use, sale or
license by HBI or Bank infringes on any copyright, patent, trademark, trade
name, service mark or trade secret; (ii) against the use by HBI and Bank of any
copyrights, patents, trademarks, trade names, service marks, trade secrets,
technology, know-how or computer software programs and applications used in the
business of HBI and Bank as currently conducted or as proposed to be conducted;
(iii) challenging the 



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<PAGE>   122

ownership, validity or effectiveness of any of HBI's and Bank's Intellectual
Property Rights or other trade secret material of HBI and Bank; or (iv)
challenging the license or legally enforceable right to use Third-Party
Intellectual Rights by HBI and Bank.

As used in this Agreement, the term (x) "Intellectual Property" means all
patents, trademarks, trade names, service marks, copyrights and any applications
therefor, technology, know-how, computer software programs or applications, and
tangible or intangible proprietary information or materials; (y) "Third-Party
Intellectual Property Rights" means any third-party patents, trademarks, trade
names, service marks and copyrights; and (z) "HBI's and Bank's Intellectual
Property Rights" means the patents, registered and material unregistered
trademarks, trade names and service marks, registered copyrights and any
applications therefor owned by HBI or Bank.


         11.8 GOOD AND MARKETABLE TITLE. HBI and Bank have and on the Closing
Date will have good and marketable title in fee simple to all lands and
buildings shown as assets in their records and books of account, free and clear
of all liens, encumbrances and charges except as reflected in the aforesaid
financial statements and except for current taxes and assessments not delinquent
or being contested in good faith and liens, encumbrances and charges shown in
their records and books of account which are not substantial in character or
amount and do not materially detract from the value or interfere with the use of
the properties subject thereto or affected thereby. HBI and Bank have and on the
Closing Date will have valid leases under which they are entitled to occupy and
use in their business all real property of which they are lessees, and HBI and
Bank have no knowledge of any material default under any such lease. As of the
date hereof, neither HBI nor Bank has title to any real property or buildings as
a result of foreclosure or by otherwise realizing on collateral held by either
of them. Neither HBI nor Bank will take action to foreclose or otherwise realize
on any real property collateral held by either of them prior to the Closing Date
without the prior consent of FFB, which consent will not be unreasonably
withheld.

         HBI and Bank have and on the Closing Date will have good and marketable
title to the machinery, equipment, merchandise, materials, supplies and other
property of every kind, tangible or intangible, contained in their offices and
other facilities or shown as assets in their records and books of account,
except for properties held in trust or other fiduciary capacity or personal
property of HBI employees or Bank employees contained in their offices, free and
clear of all liens, encumbrances and charges except as reflected in the
aforesaid financial statements and except for liens, encumbrances and charges,
if any, which do not materially detract from the value of or interfere with the
use of the properties subject thereto or affected thereby. HBI and Bank have and
will have immediately prior to the Closing Date valid leases under which they
are entitled to use in their business all personal property of which they are
lessees, and neither HBI nor Bank has any knowledge of any material default
under any such leases.

         11.9 TAXES. HBI and Bank have paid all taxes imposed by the United
States or by any state, municipality, subdivision or instrumentality of the
United States or by any other taxing authority, which are due or payable by
either HBI or Bank, that the failure to pay would have a material and adverse
effect on HBI and/or Bank, and all claims asserted against each of them have
been paid in full or are adequately accrued in the records and books of accounts
of each of 



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<PAGE>   123

HBI and Bank and will be so paid or provided for on the Closing Date. All income
tax returns for each of HBI and Bank have been filed with the taxing authorities
having jurisdiction thereof through December 31, 1997, and no extension of time
for the assessment of deficiencies for any such years is in effect. Neither HBI
nor Bank has knowledge of any unassessed tax deficiency proposed or threatened
against it.

         11.10 ABSENCE OF CERTAIN CHANGES OR EVENTS. From June 30, 1998 to the
date hereof, there has not been:

                  11.10.1 any material change in the corporate status, business,
operations or financial condition of HBI and Bank, other than changes in the
ordinary course of business;

                  11.10.2 any declaration, setting aside or payment of any
dividend or other distribution, with respect to HBI's Common Shares except for
the regular annual dividend of $5.50 per share paid in December 1998; and

                  11.10.3 any other event or condition of any character which
has materially and adversely affected the corporate status, business, operations
or financial condition of HBI and Bank taken as a whole.

         11.11 CONTRACTS AND AGREEMENTS. Neither HBI nor Bank is a party to: (a)
any contract of employment with any officer or employee not terminable at will
without liability; (b) any pension, retirement or profit sharing plan or
agreement not cancelable within 60 days without liability; (c) any royalty
agreement, union agreement or loan agreement except those entered into in the
ordinary course of business and which are terminable without liability on notice
of 60 days or less; (d) any contract, agreement or commitment having a total
contract price in excess of $20,000 which is not terminable without liability or
on notice of 60 days or less; or (e) any other agreement which was entered into
other than in the ordinary and usual course of business.

         11.12 INSURANCE. HBI is adequately insured with respect to risks
normally insured against by companies similarly situated. The Disclosure
Schedule contains a list of all existing insurance policies of HBI and Bank,
including but not limited to group insurance and pension plans. All such
policies are in full force and effect. The Disclosure Schedule also contains a
list of all claims for insured losses filed by HBI and Bank during the
three-year period immediately preceding the date of this Agreement, including
but not limited to worker's compensation, automobile and general liability.

         11.13 LITIGATION AND PROCEEDINGS. There is no suit, action or legal or
administrative proceeding pending or, to the knowledge of HBI, threatened,
against it or Bank, which, if adversely determined, might materially and
adversely affect the financial condition, on a consolidated basis, of HBI and
Bank or the conduct of their businesses, nor is there any decree, injunction or
order of any court, governmental department or agency outstanding against HBI or
Bank having any such effect.

         11.14 MATERIAL CONTRACTS; NO CONFLICT WITH OTHER INSTRUMENTS. Neither
HBI nor Bank is in default under the terms of any outstanding contract,
agreement, lease or other 



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commitment which default would have a material and adverse effect, on a
consolidated basis, on HBI and Bank, and on the Closing Date, the consummation
of the transactions contemplated by this Agreement will not result in the breach
of any term or provision of or constitute a default under any indenture,
mortgage, deed of trust or other agreement or instrument to which HBI or Bank is
a party, which default or breach would have a material and adverse effect, on a
consolidated basis, on HBI and Bank.

         11.15 GOVERNMENTAL AUTHORIZATIONS AND FILINGS. Each of HBI and Bank has
all valid and sufficient licenses, franchises, permits and other governmental
authorizations for all businesses presently carried on by HBI and Bank,
respectively, and has filed with the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board") all reports necessary to the conduct of its
business as a bank holding company and is current in all respect as to such
filings.

         11.16 CONSENTS AND APPROVALS. The only consent and approval required to
be obtained by or on behalf of HBI or Bank on or prior to the Closing Date is
the approval of the HBI shareholders in the form required by the Kentucky
Business Corporation Act. Other consents and approvals required to be obtained
prior to the Effective Time are set forth in Section 12.9 below.

         11.17 BROKERS. Neither HBI, Bank nor any of their officers, directors
or employees have employed any broker or finder or incurred any liability for
any financial advisory fees, brokerage fees, commissions or finders' fees in
connection with this Agreement or with the transactions contemplated hereby
except that HBI has retained PBS to perform various brokerage services in
connection with this transaction. HBI is liable for and will pay all amounts due
PBS.

         11.18 ENVIRONMENTAL MATTERS. For purposes hereof, "environmental laws"
means all applicable federal, state or local statutes, laws, ordinances, codes,
rules, regulations and guidelines (including consent decrees and administrative
orders) relating to public health and safety and protection of the environment
and natural resources.

                  11.18.1 To the best knowledge of HBI and Bank, to the extent
required, HBI and Bank have filed all notices, permit applications and other
required governmental submissions and have obtained all permits, licenses and
other authorizations which are required and which are material in connection
with the conduct of their respective businesses under all applicable
environmental laws, including approvals relating to emissions, discharges,
releases or threatened releases, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, chemicals, new or used petroleum products,
industrial, toxic or hazardous substances or solid wastes into the environment
(including, without limitation, ambient air, surface water, groundwater, land or
sewers).

                  11.18.2 To the extent required, each of HBI and Bank is in
compliance, in all material respects, in the conduct of its business with all
terms and conditions of the necessary permits, licenses and authorizations, and
to the best of their knowledge is also in compliance in all material respects
with all other applicable limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables contained in
such 



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environmental laws or contained in any regulation, code, plan, order, decree,
judgment, injunction, notice or demand letter issued, entered, promulgated or
approved under such environmental laws.

                  11.18.3 Neither HBI nor Bank is aware of, nor has either of
HBI or Bank received notice of, any past or present events, conditions,
circumstances, activities, practices, incidents, actions or plans which may
materially interfere with or prevent compliance or continued compliance in the
conduct of its business with such environmental laws or any regulation, code,
plan, order, decree, judgment, injunction, notice or demand letter issued,
entered, promulgated or approved under such environmental laws, or which may
give rise to any common law or legal liability, or otherwise form the basis of
any claim, action, demand, suit, proceeding, hearing, study or investigation,
based on or related to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport, or handling, or the emission,
discharge, release or threatened release into the environment (including,
without limitation, ambient air, surface water, groundwater, land or sewers), of
any pollutant, contaminant, chemical, or industrial, toxic or hazardous
substance or waste or new or used petroleum products.

                  11.18.4 Neither HBI nor Bank is aware of, nor has either of
HBI or Bank received notice of, any material civil, criminal or administrative
action, suit, demand, claim, hearing, notice or demand letter, notice of
violation, investigation, or proceeding pending or threatened against either HBI
or Bank relating in any way to the environmental laws or any regulation, code,
plan, order, decree, judgment, injunction, notice or demand letter issued,
entered, promulgated or approved under such environmental laws.

                  11.18.5 To the best knowledge of each of HBI and Bank, there
is no asbestos containing material on the properties of HBI or Bank that
violates any environmental law or is in need of removal or repair.

         11.19 VALIDITY OF CONTEMPLATED TRANSACTIONS. The execution, delivery
and performance of this Agreement will not: (i) violate, or conflict with, or
require any consent under, or result in a breach of any provision of, or
constitute a default (or an event which, with notice or lapse of time or both,
would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in the creation of any lien
upon any of the assets of either of HBI or Bank, under any of the terms,
conditions or provisions of the Articles of Incorporation or By-Laws of HBI and
the Articles of Incorporation or By-Laws of Bank, or of any note, bond,
mortgage, indenture, deed of trust, material license, lease, agreement or other
instrument or obligation to which either of HBI or Bank is a party or by which
either of HBI or Bank or any of their assets may be bound or affected or (ii)
violate any order, writ, injunction, decree, statute, rule or regulation
applicable to HBI, Bank or any of their assets.

         11.20 YEAR 2000 COMPLIANCE. The software and hardware operated by HBI
and Bank are capable of providing or are being adapted or replaced to provide
uninterrupted millennium functionality to record, store, process and present
calendar dates falling on or after January 1, 2000 and date-dependent data in
substantially the same manner and with the same functionality as such software
records, stores, processes and presents such calendar dates and date-dependent
data as of the date hereof, except for the failure to have such capability which
would not, individually or in the aggregate, be reasonably likely to cause a
material adverse effect upon the 



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<PAGE>   126

business, financial condition and operations of HBI and Bank. HBI and Bank have
complied in all material respects with any and all programs, guidelines and
statements relating to Year 2000 issued by the Federal Financial Institutions
Examination Council.

         11.21 EMPLOYEE BENEFIT PLANS. For purposes hereof, "ERISA" means the
Employee Retirement Income Security Act as amended.

                  11.21.1 The Disclosure Schedule lists each employee benefit
plan, arrangement, practice, contract or agreement, whether formal or informal,
written or unwritten, and whether applicable to one or more persons, now or ever
maintained or contributed to by HBI or Bank at any time during the five year
period preceding the date of this Agreement, including but not limited to
employee welfare benefit plans and employee pension benefit plans as defined in
Sections 3(1) and 3(2) of the Employee Retirement Income Security Act ("ERISA"),
nonqualified deferred compensation plans, medical plans, disability plans, life
insurance plans, severance pay plans, educational assistance plans, cafeteria
plans, flexible spending accounts, stock option plans or stock purchase plans
("Benefit Plans"). Except as disclosed in the Disclosure Schedule, neither HBI
nor Bank ever maintained or contributed to any defined benefit plan (as defined
in Section 3(35) of ERISA), multiemployer plan (as defined in Section 3(37) of
ERISA), medical plan providing benefits after termination of employment (except
for continuation coverage required by the federal law known as COBRA), or
severance pay plan or arrangement. There has at no time been any trade or
business, whether or not incorporated, which, together with HBI or Bank, is or
was treated as a single employer under Section 414(b), (c), (m) or (o) of the
Internal Revenue Code.

                  11.21.2 For each Benefit Plan, HBI or Bank has made available
to FFB, to the extent such documents exist, a copy of the plan and any relevant
trust agreements, the summary plan description, and, to the extent applicable,
the latest determination letters issued by the Internal Revenue Service, the
latest annual report, the latest report of any trustee or insurance company
providing benefits under the Benefit Plan, and the latest actuarial valuation or
statement of individual accounts.

                  11.21.3 To the best knowledge of HBI or Bank, each Benefit
Plan at all times has been maintained and operated in substantial compliance
with all applicable laws and regulations, including but not limited to laws and
regulations concerning eligibility for favorable tax treatment and those
requiring the filing of reports. Except as disclosed on the Disclosure Schedule,
there are no claims, no audits or investigations by any federal or state agency
and no litigation pending or threatened with respect to any Benefit Plan. Except
for routine payments due on insurance contracts, routine deposits to any 401(k)
plan of HBI or Bank and annual employer profit sharing contributions to any
profit sharing plan, HBI and Bank do not have unsatisfied liability to any
person (including but not limited to governmental agencies) with respect to any
Benefit Plan, and except to the extent disclosed on the Disclosure Schedule
there are no facts known to HBI or Bank which could give rise to such liability.
Each Benefit Plan may be terminated on notice of 60 days or less by HBI or Bank,
without liability to HBI and Bank except for liability (i) for benefits accrued
in the normal operation of the plan prior to the date of termination or (ii)
with respect to any profit sharing and/or 401(k) plan of HBI or Bank, to the
extent required by applicable law upon termination of such plan.




                                       11
<PAGE>   127


12.      FFB'S REPRESENTATIONS AND WARRANTIES. FFB represents and warrants to 
HBI as of the date hereof and as of the Closing Date as follows:

         12.1 ORGANIZATION. FFB is a corporation duly organized, validly
existing and in good standing under the laws of the State of Ohio and is
registered as a bank holding company under the BHCA, and a savings and loan
holding company under the Savings and Loan Holding Company Act. FFB has the
corporate power to carry on its businesses as they are now being conducted and
is qualified to do business in each jurisdiction in which the character and
location of the assets owned by it, or the nature of the business transacted by
it, requires qualification. FFB has authority to enter into this Agreement and
this Agreement is legally binding.

         12.2 CORPORATE AUTHORITY. FFB has all requisite corporate power and
authority and has taken all corporate action necessary in order to execute,
deliver and perform its obligations under this Agreement and to consummate the
Merger. This Agreement is a valid and binding agreement of FFB enforceable
against FFB in accordance with its terms, subject to the Bankruptcy and Equity
Exception.

         The FFB Board of Directors has (i) adopted the plan of merger set forth
herein and approved this Agreement and the other transactions contemplated
hereby, and (ii) has declared that the Merger and this Agreement and the other
transactions contemplated hereby are advisable. No vote by the shareholders of
FFB is required to approve the Merger under Ohio law, the Articles of
Incorporation or Regulations of FFB or the rules of the National Association of
Securities Dealers, Inc. which apply to Nasdaq National Market issues.

         12.3 SUBSIDIARIES. Each indirect and direct subsidiary of FFB which, as
of the effective time of the Merger would be deemed to be a "significant
subsidiary," as such term is defined in Rule 405 of the rules and regulations
promulgated in the Securities Act of 1933, as amended (the "1933 Act"), is
either a national bank or federal savings association duly organized, validly
existing, and in good standing under a charter granted by the Office of the
Comptroller of the Currency or the Office of Thrift Supervision, or is a
corporation or state bank duly organized, validly existing and in good standing
under the laws of the state of its incorporation, and in either case, is duly
qualified to do business and is in good standing in all jurisdictions where its
ownership or leasing of property or the conduct of its business requires it to
be so qualified and where failure to so qualify would have a material and
adverse effect on the consolidated business, financial condition or results of
operations of FFB.

         12.4 CAPITALIZATION. FFB's capitalization consists of 60,000,000
authorized Common Shares, of which, as of November 6, 1998, 32,921,329 shares
were issued and outstanding. Adjusted for a 10% stock dividend declared on
November 24, 1998 and payable on January 4, 1999, FFB's equivalent shares
outstanding as of November 6, 1998 would be 36,213,462. Each issued share is
validly issued, fully paid and non-assessable, and each outstanding share is
entitled to one vote.



                                       12
<PAGE>   128

         12.5 SHARES TO BE ISSUED. All FFB Common Shares into which the HBI
Common Shares will be converted will be, immediately after the Effective Time
and when issued upon such conversion, duly and validly authorized and issued,
fully paid and non-assessable, and no shareholder of FFB will have any
pre-emptive right of subscription or purchase in respect thereof. FFB will take
such steps as may be necessary for such shares to be listed on NASDAQ
immediately after the Effective Time.

         12.6 FINANCIAL STATEMENTS. FFB has delivered to HBI copies of its
consolidated balance sheets as of December 31, 1997, 1996 and 1995, and the
related consolidated statements of earnings, changes in shareholders' equity,
and cash flows for each of the three years in the period ended December 31,
1997, in each case including the notes thereto, all certified by Ernst & Young
LLP, independent public accountants, or one of said accountants' predecessor
firms.

         All of such financial statements present fairly the financial positions
as of and at the dates shown and the results of operations for the periods
covered thereby. They have been prepared in accordance with generally accepted
accounting principles consistently followed throughout the periods indicated,
except as otherwise indicated in the notes thereto. Each of such balance sheets
presents a true and complete statement in all material respects as of its date
of FFB's financial condition. All material liabilities of FFB (including any
contingent liabilities), as of the date of each balance sheet, were properly
accrued in such balance sheet or disclosed in the related footnotes, in
accordance with generally accepted accounting principles.

         12.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. From September 30, 1998 to
the date hereof, there has not been:

                  12.7.1 any change in the corporate status, business,
operations or financial condition of FFB and its consolidated Subsidiaries,
other than changes in the ordinary course of business, and those changes
described in any FFB filings with the Securities and Exchange Commission, none
of which are, in the aggregate, materially adverse to FFB; or

                  12.7.2 any other event or condition of any character which has
materially and adversely affected the corporate status, business, operations or
financial condition of FFB and its consolidated Subsidiaries taken as a whole.

         12.8 LITIGATION AND PROCEEDINGS. There is no suit, action or legal or
administrative proceeding pending, or to the knowledge of FFB threatened,
against it or any of FFB's consolidated Subsidiaries, which, if adversely
determined, might materially and adversely affect the financial condition, on a
consolidated basis, of FFB and FFB's consolidated Subsidiaries or the conduct of
their businesses, nor is there any decree, injunction or order of any court,
governmental department or agency outstanding against FFB or any of FFB's
consolidated Subsidiaries having any such effect.

         12.9 CONSENTS AND APPROVALS. The consents and approvals required to be
obtained by FFB on or prior to the Closing Date are set forth below:

                  12.9.1 approval and effectiveness of the Registration
Statement referred to in Section 14.3 or of any post effective amendment
thereto;



                                       13
<PAGE>   129

                  12.9.2 approval of the Federal Reserve Board under the BHCA;

                  12.9.3 approval of the Department of Financial Institutions of
the Commonwealth of Kentucky; and

                  12.9.4 any other required consents for the completion of the
Merger.

         12.10 BROKERS. Neither FFB nor any of its officers, directors or
employees have employed any broker or finder or incurred any liability for any
financial advisory fees, brokerage fees, commissions or finders' fees in
connection with this Agreement or with the transactions contemplated thereby.

         12.11 VALIDITY OF CONTEMPLATED TRANSACTIONS. The execution, delivery
and performance of this Agreement will not: (i) violate, or conflict with, or
require any consent under, or result in a breach of any provision of, or
constitute a default (or an event which, with notice or lapse of time or both,
would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in the creation of any lien
upon any of the assets of FFB, under any of the terms, conditions or provisions
of the Articles of Incorporation or Regulations of FFB, or of any note, bond,
mortgage, indenture, deed of trust, material license, lease, agreement or other
instrument or obligation to which FFB is a party or by which FFB or any of its
assets may be bound or affected or (ii) violate any order, writ, injunction,
decree, statute, rule or regulation applicable to FFB or any of its assets.

         12.12 YEAR 2000 COMPLIANCE. Except as set forth in the Disclosure
Schedule, the software and hardware operated by FFB and its Subsidiaries are
capable of providing or are being adapted or replaced to provide uninterrupted
millennium functionality to record, store, process and present calendar dates
falling on or after January 1, 2000 and date-dependent data in substantially the
same manner and with the same functionality as such software records, stores,
processes and presents such calendar dates and date-dependent data as of the
date hereof, except for the failure to have such capability which would not,
individually or in the aggregate, be reasonably likely to cause a material
adverse effect upon the business, financial condition and operations of FFB and
its Subsidiaries. FFB and its Subsidiaries have complied in all material
respects with any and all programs, guidelines and statements relating to Year
2000 issued by the Federal Financial Institutions Examination Council.

         12.13 INTELLECTUAL PROPERTY. Except as disclosed in a writing delivered
to HBI, FFB does not have knowledge of any valid grounds for any bona fide
claims (i) to the effect that its licensing or use of any product as now used,
sold or licensed or proposed for use, sale or license by FFB infringes on any
copyright, patent, trademark, trade name, service mark or trade secret; (ii)
against the use by FFB of any copyrights, patents, trademarks, trade names,
service marks, trade secrets, technology, know-how or computer software programs
and applications used in the business of FFB as currently conducted or as
proposed to be conducted; (iii) challenging the ownership, validity or
effectiveness of any of FFB's Intellectual Property Rights or other trade secret
material of FFB; or (iv) challenging the license or legally enforceable right to
use Third-Party Intellectual Rights by FFB.



                                       14
<PAGE>   130

         As used in this Agreement, the term (x) "Intellectual Property" means
all patents, trademarks, trade names, service marks, copyrights and any
applications therefor, technology, know-how, computer software programs or
applications, and tangible or intangible proprietary information or materials;
(y) "Third-Party Intellectual Property Rights" means any third-party patents,
trademarks, trade names, service marks and copyrights; and (z) "FFB's
Intellectual Property Rights" means the patents, registered and material
unregistered trademarks, trade names and service marks, registered copyrights
and any applications therefor owned by FFB.

         12.14 GOOD AND MARKETABLE TITLE. FFB has and on the Closing Date will
have good and marketable title in fee simple to all lands and buildings shown as
assets in its records and books of account, except for properties held in trust
or other fiduciary capacity, free and clear of all liens, encumbrances and
charges except as reflected in the aforesaid financial statements and except for
current taxes and assessments not delinquent or being contested in good faith
and liens, encumbrances and charges shown in their records and books of account
which are not substantial in character or amount and do not materially detract
from the value or interfere with the use of the properties subject thereto or
affected thereby. FFB has and on the Closing Date will have valid leases under
which it is entitled to occupy and use in its business all real property of
which it is lessee, and FFB has no knowledge of any material default under any
such lease.

         FFB has and on the Closing Date will have good and marketable title to
the machinery, equipment, merchandise, materials, supplies and other property of
every kind, tangible or intangible, contained in its offices and other
facilities or shown as assets in its records and books of account, except for
properties held in trust or other fiduciary capacity or personal property of FFB
employees contained in their offices, free and clear of all liens, encumbrances
and charges except as reflected in the aforesaid financial statements and except
for liens, encumbrances and charges, if any, which do not materially detract
from the value of or interfere with the use of the properties subject thereto or
affected thereby. FFB has and will have immediately prior to the Closing Date
valid leases under which it is entitled to use in its business all personal
property of which it is lessee, and FFB has no knowledge of any material default
under any such lease.

         12.15 TAXES. All taxes imposed by the United States or by any state,
municipality, subdivision or instrumentality of the United States or by any
other taxing authority, which are due or payable by FFB, and all claims asserted
against it have been paid in full or are adequately accrued in the records and
books of accounts of FFB and will be so paid or provided for on the Closing
Date. All income tax returns for FFB have been filed with the taxing authorities
having jurisdiction thereof through 1997. The Internal Revenue Service is in the
process of completing a routine examination of FFB for federal tax years 1995
and 1996. A final report is expected to be issued by the Internal Revenue
Service in January 1999. FFB management has reviewed the IRS's proposed
adjustments and determined that such adjustments will not have any material
effect on the financial statements of FFB.

         12.16 ENVIRONMENTAL MATTERS. For purposes hereof, "environmental laws"
means all applicable federal, state or local statutes, laws, ordinances, codes,
rules, regulations and guidelines (including consent decrees and administrative
orders) relating to public health and safety and protection of the environment
and natural resources.



                                       15
<PAGE>   131

                  12.16.1 Except as set forth in a writing delivered to HBI, to
the best knowledge of FFB, to the extent required, FFB has filed all notices,
permit applications and other required governmental submissions and has obtained
all permits, licenses and other authorizations which are required and which are
material in connection with the conduct of their respective businesses under all
applicable environmental laws, including approvals relating to emissions,
discharges, releases or threatened releases, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, chemicals, new or used
petroleum products, industrial, toxic or hazardous substances or solid wastes
into the environment (including, without limitation, ambient air, surface water,
groundwater, land or sewers).

                  12.16.2 Except as set forth in a writing delivered to HBI, to
the extent required, FFB is in compliance, in all material respects, in the
conduct of its business with all terms and conditions of the necessary permits,
licenses and authorizations, and to the best of its knowledge is also in
compliance in all material respects with all other applicable limitations,
restrictions, conditions, standards, prohibitions, requirements, obligations,
schedules and timetables contained in such environmental laws or contained in
any regulation, code, plan, order, decree, judgment, injunction, notice or
demand letter issued, entered, promulgated or approved under such environmental
laws.

                  12.16.3 Except as set forth in a writing delivered to HBI, FFB
is not aware of, nor has FFB received notice of, any past or present events,
conditions, circumstances, activities, practices, incidents, actions or plans
which may materially interfere with or prevent compliance or continued
compliance in the conduct of its business with such environmental laws or any
regulation, code, plan, order, decree, judgment, injunction, notice or demand
letter issued, entered, promulgated or approved under such environmental laws,
or which may give rise to any common law or legal liability, or otherwise form
the basis of any claim, action, demand, suit, proceeding, hearing, study or
investigation, based on or related to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport, or handling, or the emission,
discharge, release or threatened release into the environment (including,
without limitation, ambient air, surface water, groundwater, land or sewers), of
any pollutant, contaminant, chemical, or industrial, toxic or hazardous
substance or waste or new or used petroleum products.

                  12.16.4 Except as set forth in a writing delivered to HBI, FFB
is not aware of, nor has FFB received notice of, any material civil, criminal or
administrative action, suit, demand, claim, hearing, notice or demand letter,
notice of violation, investigation, or proceeding pending or threatened against
FFB relating in any way to the environmental laws or any regulation, code, plan,
order, decree, judgment, injunction, notice or demand letter issued, entered,
promulgated or approved under such environmental laws.

                  12.16.5 Except as set forth in a writing delivered to HBI, to
the best knowledge of FFB, there is no asbestos containing material on the
properties of FFB that violates any environmental law or is in need of removal
or repair.

         12.17 MATERIAL CONTRACTS; NO CONFLICT WITH OTHER INSTRUMENTS. Neither
FFB nor any of its consolidated Subsidiaries is in default under the terms of
any material outstanding contract, agreement, lease or other commitment which
default would have a material and adverse effect, on a consolidated basis, on
FFB and FFB's consolidated Subsidiaries, and on the Closing 



                                       16
<PAGE>   132

Date, the consummation of the transactions contemplated by this Agreement will
not result in the breach of any term or provision of or constitute a default
under any material indenture, mortgage, deed or trust or other material
agreement or instrument to which FFB or any of its consolidated Subsidiaries is
a party, which default or breach would have a material and adverse effect, on a
consolidated basis, on FFB and FFB's consolidated Subsidiaries.

13.      CONDUCT OF BUSINESS PENDING THE MERGER.

         13.1 NEGATIVE COVENANTS OF HBI. From and after the date of this
Agreement and prior to the Effective Time, without the prior written consent of
FFB, neither HBI nor Bank will:

                  13.1.1 amend its respective Articles of Incorporation or
By-Laws;

                  13.1.2 engage in any material activity or transaction or incur
any material obligation (by contract or otherwise) except in the ordinary course
of business;

                  13.1.3 issue rights or options to purchase or subscribe to any
shares of its capital stock or subdivide or otherwise change any such shares; or

                  13.1.4 issue or sell any shares of its capital stock.

         13.2 DIVIDENDS. The parties agree that in December 1998 the
shareholders of HBI shall receive a regular annual dividend of $5.50 per share.
In addition, in the event that the Effective Time is after FFB's first quarter
1999 record date, on April 1, 1999, and in the event that the Effective Time is
after FFB's second quarter 1999 record date on July 1, 1999, HBI's shareholders
shall receive a quarterly dividend in the amount of $1.50 per share.

         13.3 HBI EFFORTS. From and after the date of this Agreement and prior
to the Effective Time, HBI and Bank will use their respective best efforts to
preserve their business organizations intact; to keep available the services of
their present officers and employees and to preserve the goodwill of their
suppliers, customers and others having business relations with it. During the
same period, HBI and Bank will not put into effect any material increase in the
compensation or other benefits applicable to officers or other key personnel in
excess of compensation increases paid by HBI or Bank to similarly situated
employees in accordance with past practices.

14.      ADDITIONAL AGREEMENTS.

         14.1 ACCESS AND INFORMATION. FFB and HBI hereby agree that each will
give to the other and to the other's accountants, counsel and other
representatives full access during normal business hours throughout the period
prior to the Merger to all of its properties, books, contracts, commitments and
records, and that each will furnish the other during such period with all such
information concerning its affairs as such other party may reasonably request.
In the event of the termination of this Agreement, each party will, upon the
request of the other, destroy or deliver to the other all documents, work papers
and other material obtained from the other relating to the transactions
contemplated hereby, whether so obtained before or after the execution hereof,
and 



                                       17
<PAGE>   133

will use its best efforts to have any information so obtained and not heretofore
made public kept confidential.

         14.2 CONFIDENTIALITY. From and after the date of this Agreement, the
parties and their respective Subsidiaries will, and they will cause their
respective directors, officers, employees and advisors ("Affiliates") to, treat
all information received from or on behalf of another party hereto or its
Affiliates concerning the business, assets, operations and financial condition
of such other party or its Subsidiaries as confidential, unless and to the
extent that the party receiving such information can demonstrate that such
information was in the public domain, and the party receiving such information
and its Subsidiaries will, and will cause their respective Affiliates to, not
use any such confidential information for any purpose except in furtherance of
the transactions contemplated by this Agreement. In the event this Agreement is
terminated pursuant to Section 15.4 hereof, each party and its Subsidiaries,
upon the request of the other, will promptly return to the other party or
destroy all documents and work papers and all copies thereof, containing any
such confidential information received from or on behalf of another party hereto
in connection with the transactions contemplated by this Agreement. The
covenants contained in this Section are of the essence and will survive any
termination of this Agreement and the closing of the transactions contemplated
by this Agreement.

         14.3 REGISTRATION STATEMENT. FFB will prepare and file a Registration
Statement on Form S-4 under the 1933 Act to be filed with the Securities and
Exchange Commission (the "Registration Statement") to register a sufficient
number of FFB Common Shares which the shareholders of HBI will receive pursuant
to Section 8 at the Effective Time. FFB will use its best efforts to cause such
Registration Statement to become effective. HBI and Bank agree that none of the
information supplied or to be supplied by each of them for inclusion or
incorporation by reference in (i) the Registration Statement, including the
proxy statement and prospectus (the "Proxy Statement/Prospectus") constituting a
part thereof, will, at the time the Registration Statement becomes effective
under the Securities Act or (ii) the Proxy Statement/Prospectus and any
amendment or supplement thereto will, at the date of mailing to shareholders and
at the times of the meeting of shareholders of HBI to be held in connection with
the Merger, in either case contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

         14.4 EMPLOYEE BENEFITS.

                  14.4.1 As soon as practicable after the Effective Time, FFB
shall make available to eligible employees of HBI and Bank employee benefit
plans comparable to the employee benefit plans then made available to similarly
situated employees of other FFB subsidiaries. Employee benefit plans, fringe
benefits and other employee practices and policies in effect at HBI and Bank
immediately prior to the Effective Time of the Merger shall continue in effect
until modified or terminated by FFB.

                  14.4.2 The HBI Profit Sharing 401(k) Plan ("HBI 401(k) Plan")
shall continue in effect until the first January 1 or July 1 coinciding with or
next following the Effective Time (the "Initial Entry Date"). No contributions
shall be made to the HBI 401(k) Plan with respect to compensation paid after the
Initial Entry Date. On or after the Initial Entry Date, the HBI 401(k) 



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<PAGE>   134

Plan may be maintained as a frozen plan for an indefinite period or merged into
the FFB Thrift Plan, as determined by FFB in its discretion. Participants in the
HBI 401(k) Plan shall become fully vested in their accounts under that plan as
of the Initial Entry Date to the extent required by law. As of the Initial Entry
Date, the FFB Thrift Plan shall be extended to eligible employees of HBI and
Bank. All years of service as of the Effective Time credited to HBI or Bank
employees will be recognized for purposes of computing eligibility and vesting
for the FFB Thrift Plan.

                  14.4.3 Nothing contained in this Section shall be deemed to
constitute an agreement to employ or continue to employ any employee of Bank or
restrict the right of FFB to modify or terminate any employee benefit plan,
policy or practice applicable to employees of Bank.

         14.5 EXPENSES. Upon a termination of this Agreement as provided in
Section 15.4, each party will pay all costs and expenses of its performance of
and compliance with all agreements and conditions contained herein on its part
to be performed or complied with, including fees, expenses and disbursements of
its accountants and counsel.

         14.6 FURTHER ASSURANCES. If at any time the Surviving Corporation will
consider or be advised that any further assignment or assurance in law or other
action is necessary or desirable to vest, perfect, or confirm, of record or
otherwise, in the Surviving Corporation, the title to any property or rights of
HBI acquired or to be acquired by or as a result of the Merger, the proper
officers and directors of HBI and the Surviving Corporation, respectively, will
be and they hereby are severally and fully authorized to execute and deliver
such proper deeds, assignments and assurances in law and take such other action
as may be necessary or proper in the name of HBI or the Surviving Corporation to
vest, perfect or confirm title to such property or rights in the Surviving
Corporation and otherwise carry out the purposes of this Agreement.

         14.7 POOLING. Neither HBI, Bank, FFB nor any of its consolidated
Subsidiaries has taken or agreed to take or will take any action that would
prevent HBI and FFB from accounting for the business combination to be effected
by the Merger as a "pooling of interests." HBI has received from its independent
accountants, Crowe, Chizek and Company LLP, a letter stating that, based upon
Crowe, Chizek and Company LLP's review of such relevant documents and
information which Crowe, Chizek and Company LLP deemed relevant, such firm is
currently unaware of any reason why the business combination to be effected by
the Merger cannot be accounted for as a "pooling of interests" in regard to HBI
and Bank. FFB has received from its independent accountants, Ernst & Young LLP,
a letter stating that, based upon Ernst & Young's review of such relevant
documents and information which Ernst & Young LLP deemed relevant, such firm is
currently unaware of any reason why the business combination to be effected by
the Merger cannot be accounted for as a "pooling of interests" in regard to FFB
and its consolidated Subsidiaries.

         14.8 AUDITED FINANCIAL STATEMENTS. As soon as reasonably practicable,
HBI will deliver to FFB the information required by Item 17 of the instructions
to Registration Statement Form S-4, including but not limited to a copy of its
consolidated balance sheet as of June 30, 1998 and 1997 and related consolidated
statements of income, changes in shareholders' equity and cash flows for the
fiscal years ended June 30, 1998, 1997 and 1996, and such financial statements
for the most recently ended fiscal year will be in the format required by the
Securities 



                                       19
<PAGE>   135

and Exchange Commission and will include a Management's Discussion and Analysis
of Financial Condition and Results of Operations section. Upon request by FFB,
HBI will deliver to FFB a copy of its balance sheet (unaudited) and related
statements of income and cash flows (unaudited) for the six months period ending
December 31, 1998, including the notes thereto. All of such financial statements
will present fairly the financial positions as of and at the dates shown and the
results of operations for the periods covered thereby. They will have been
prepared in accordance with generally accepted accounting principles
consistently followed throughout the periods indicated, except as otherwise
indicated in the notes thereto. All liabilities of HBI (including any contingent
liabilities), as of the date of each balance sheet, will be properly accrued in
such balance sheet or disclosed in the related footnotes in accordance with
generally accepted accounting principles. Each of such consolidated statements
of earnings of HBI will be fairly presented in accordance with generally
accepted accounting principles for the periods indicated.

         14.9 PRESS RELEASES. The parties will consult with each other as to the
form and substance of any press release, written communication with their
shareholders, or other public disclosure of matters related to this Agreement,
and a party will not issue any such press release, written communication, or
public disclosure without the prior consent of the other party, which consent
will not be unreasonably withheld or delayed; provided, however, that nothing
contained herein will prohibit any party, following notification to the other
party, from making any disclosures which its counsel deems necessary to conform
with requirements of law or the rules of NASDAQ.

         14.10 HBI AFFILIATES. HBI shall deliver to FFB a letter ("Affiliate
Letter") identifying all persons who are, at the date of the HBI shareholders
meeting to approve the Merger contemplated by this Agreement, "affiliates" of
HBI for purposes of Rule 145 under the Securities Act of 1933 ("Seller's Rule
145 Affiliates") and for purposes of qualifying the Merger for pooling of
interests accounting treatment. HBI shall use its best efforts to cause each
person who is identified as a "Seller's Rule 145 Affiliate" in such letter to
deliver to FFB on or prior to the Closing Date a written agreement substantially
in the form attached hereto as Exhibit C. FFB shall be entitled to place legends
on any certificates of FFB Common Shares issued to such Seller's Rule 145
Affiliates to restrict transfer of such shares as set forth above; provided,
however, such legends shall be removed at the request of a Seller's Rule 145
Affiliate not earlier than one year after the Closing Date.

         14.11 ACQUISITION TRANSACTIONS. HBI will not, directly or indirectly,
and will instruct and otherwise use its diligent efforts to cause its and Bank's
officers, directors, employees, agents and advisors not to, directly or
indirectly, solicit or initiate any proposals or offers from any person or
entity, or discuss or negotiate with any such person or entity, relating to any
acquisition or purchase of all or a material amount of the assets of, or any
equity securities of, or any merger or business combination with, HBI or Bank
(such transactions are referred to herein as "Acquisition Transactions");
provided, however, that nothing contained in this Section will prohibit (i) HBI
or Bank from furnishing information to, or entering into discussions or
negotiations with, any person or entity that makes an unsolicited proposal of an
Acquisition Transaction if and to the extent that (a) the Board of Directors of
HBI or Bank, after consultation with and based upon the written advice of legal
counsel, determines in good faith that such action 



                                       20
<PAGE>   136

is required for the directors of HBI or Bank to fulfill their fiduciary duties
and obligations to the HBI or Bank shareholders and other constituencies under
Kentucky law and (b) prior to furnishing such information to, or entering into
discussions or negotiations with, such person or entity, HBI or Bank provide
immediate written notice to FFB to the effect that they are furnishing
information to, or entering into discussions or negotiations with, such person
or entity, or (ii) the Board of Directors of HBI or Bank from failing to make,
withdrawing or modifying its recommendation to shareholders regarding the Merger
with FFB following receipt of a proposal for an Acquisition Transaction if the
Board of Directors of HBI or Bank, after consultation with and based upon the
written advice of legal counsel, determines in good faith that such action is
required for the directors of HBI or Bank to fulfill their fiduciary duties and
obligations to the HBI or Bank shareholders and other constituencies under
Kentucky law. FFB shall be notified in writing within 24 hours of any breach of
this Section 14.11 or any determination by HBI or Bank, as the case may be, that
it has determined, in good faith, that it has a fiduciary responsibility to
consider an Acquisition Transaction. Such written notification shall describe in
reasonable detail any such occurrence and identify the person or person
involved.

         In the event that, prior to the termination of this Agreement, HBI or
Bank (x) determines that it must, in good faith, consider an Acquisition
Transaction and, within 48 hours of the notice described in the preceding
paragraph above, has not notified FFB that it has ceased all cooperation and
consideration of such Acquisition Transaction or (y) breaches the provisions of
this Section 14.11, HBI shall be obligated to pay FFB the sum of $50,000 plus
all reasonable out-of-pocket costs and expenses incurred by FFB in connection
with or in furtherance of this Agreement and the transactions contemplated
hereby, including, without limitation, all legal, travel, accounting, advisory
and environmental costs and expenses, such cost and expenses not to exceed
$100,000.

15.      CONDITIONS PRECEDENT; TERMINATIONS. 

         15.1 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES. The
obligations of each of the parties hereto to effect the Merger is subject to the
fulfillment on or prior to the Effective Time of the following conditions
precedent:

                  15.1.1 The Merger will have been approved by the Federal
Reserve Board or the delegate, and by any other governmental authority having
jurisdiction and any applicable waiting period will have expired, with no such
approval or authorization containing any provision which would be materially
adverse to the merged businesses of HBI and FFB as contemplated by this
Agreement.

                  15.1.2 No suit, action, investigation by any governmental
body, or other legal or administrative proceedings will have been brought or
threatened which materially questions the validity or legality of the
transactions contemplated herein. For the purposes hereof, inquiries which could
give rise to any such suit, investigation or proceeding given by any
governmental agency may, at the option of either party, be deemed such a threat.

                  15.1.3 The parties hereto will have obtained any and all
consents required for the consummation of the Merger or for the preventing of
any default under any contract, agreement or permit of the parties hereto,
which, if not obtained or made, is reasonably likely to have, 



                                       21
<PAGE>   137

individually or in the aggregate, a material adverse effect on the combined
business affairs of HBI and FFB.

         15.2 CONDITIONS PRECEDENT TO FFB'S OBLIGATIONS. The obligation of FFB
to effect the Merger will be subject to the fulfillment on or prior to the
Effective Date of the following conditions precedent (which may be waived in
writing by FFB):

                  15.2.1 The representations and warranties of HBI herein
contained will be true in all material respects as of and at the Closing Date
with the same effect as though made at such time; HBI will have performed all
obligations and complied with all covenants required by this Agreement to be
performed or complied with by it prior to the Closing Date; and HBI will have
delivered to FFB a certificate, dated the Closing Date and signed by its
president or one of its vice presidents and its secretary or one of its
assistant secretaries, to both such effects.

                  15.2.2 No material change in the corporate status, businesses,
operations or condition (financial or otherwise) of either of HBI or Bank will
have occurred since June 30, 1998, (whether or not covered by insurance), none
of which has been materially adverse in relation to HBI, taken as a whole, and
no other event or condition of any character will have occurred or arisen since
that date which will have materially and adversely affected the corporate
status, businesses, operations or financial condition of HBI.

                  15.2.3 FFB will have received from Stites & Harbison, counsel
for HBI, a favorable opinion, dated as of the Closing Date, in form and
substance satisfactory to FFB's counsel. In rendering this opinion, such counsel
may rely on certificates of public officials and of corporate officers, opinions
of recognized local counsel in jurisdictions where such counsel is not qualified
to practice, and such other evidence as he may deem appropriate. The provisions
of the preceding sentence are applicable to all other opinions of counsel to be
delivered hereunder.

                  15.2.4 The Registration Statement will have become effective
relating to the shares of FFB which the shareholders of HBI will receive at the
Effective Time.

                  15.2.5 FFB will have received a favorable ruling from the
Internal Revenue Service, or opinion of counsel, in form and substance
satisfactory to FFB and its counsel, to the effect that, under the IRC, and
particularly Section 368(a)(1)(A), no gain or loss will be recognized to FFB or
its shareholders or to HBI or its shareholders as a result of the Merger except
for gain (but not loss) on cash received by the shareholders of HBI.

                  15.2.6 FFB will have received those approvals and consents
described in Section 12.9 hereof.

                  15.2.7 At the date of signing this Agreement and immediately
prior to the Closing Date, FFB will have received from FFB's independent
accountants letters to the effect that they are not aware of any reason that FFB
is not in compliance with the pooling of interests criteria as specified under
APB No. 16, and that, accordingly, the Merger can be accounted for as a pooling
of interests from FFB's perspective.



                                       22
<PAGE>   138

                  15.2.8 FFB will have received the Affiliate Letter and the
written agreements signed by each Seller's Rule 145 Affiliate described in
Section 14.10 hereof.

         15.3 CONDITIONS PRECEDENT TO HBI'S OBLIGATION. The obligation of HBI to
effect the Merger will be subject to the fulfillment on or prior to the
Effective Time of the following conditions precedent (which may be waived in
writing by HBI):

                  15.3.1 The representations and warranties of FFB herein
contained will be true in all material respects as of and at the Closing Date
with the same effect as though made at such time; FFB will have performed all
obligations and complied with all covenants required by this Agreement to be
performed or complied with by it prior to the Closing Date; and FFB will have
delivered to HBI a certificate, dated the Closing Date and signed by its
president or one of its vice presidents and its secretary or one of its
assistant secretaries, to both such effects.

                  15.3.2 No material change in the corporate status, businesses,
operations or condition (financial or otherwise) of FFB and its consolidated
Subsidiaries will have occurred since December 31, 1997 (whether or not covered
by insurance), which has been materially adverse in relation to FFB and its
consolidated Subsidiaries, taken as a whole, and no other event or condition of
any character will have occurred or arisen since that date which will have
materially and adversely affected the corporate status, businesses, operations
or financial condition of FFB and its consolidated Subsidiaries, taken as a
whole.

                  15.3.3 HBI will have received from Frost & Jacobs LLP, counsel
for FFB, a favorable opinion, dated immediately prior to the Closing Date, in
form and substance satisfactory to HBI's counsel. In rendering this opinion,
such counsel may rely on certificates of public officials and of corporate
officers, opinions of recognized local counsel in jurisdictions where such
counsel is not qualified to practice, and such other evidence as it may deem
appropriate. The provisions of the preceding sentence are applicable to all
other opinions of counsel to be delivered hereunder.

                  15.3.4 The Registration Statement will have become effective
relating to the shares of FFB common stock which the shareholders of HBI will
receive at the Effective Time.

                  15.3.5 HBI and its shareholders will have received a favorable
ruling from the Internal Revenue Service, or opinion of counsel, in form and
substance satisfactory to HBI, to the effect that, under the Internal Revenue
Code of 1986, as amended (i) no gain or loss will be recognized to HBI as a
result of the Merger, and (ii) no gain or loss (except in respect of fractional
share interests sold or dissenter's receiving cash) will be recognized to HBI's
shareholders as a result of their exchange of common stock of HBI for common
shares of FFB, and covering such other matters as are typically covered by such
opinion.

                  15.3.6 At the date of signing this Agreement and immediately
prior to the Closing Date, HBI will have received from HBI's independent
accountants letters to the effect that they are not aware of any reason that HBI
is not in compliance with the pooling of interests criteria as specified under
APB No. 16, and that, accordingly, the Merger can be accounted for as a pooling
of interests from HBI's perspective.



                                       23
<PAGE>   139

                  15.3.7 The HBI Board of Directors shall have received an
opinion from PBS, dated as of the date of the Proxy Statement/Prospectus, to the
effect that the consideration to be received by HBI shareholders in the merger
is fair from a financial point of view, and such opinion shall not have been
withdrawn at the time of Closing.

         15.4 TERMINATION AND ABANDONMENT. Anything herein or elsewhere to the
contrary notwithstanding, this Agreement may be terminated and abandoned at any
time before the Effective Time, whether before or after adoption or approval of
this Agreement by the shareholders of HBI, under any one or more of the
following circumstances:

                  15.4.1 By the mutual consent of the Boards of Directors of FFB
and HBI;

                  15.4.2 By FFB if the percentage of the outstanding shares of
common stock of HBI owned by shareholders who perfect their dissenters' rights
under the KRS exceeds the percentage that would allow FFB to account for the
Merger as a pooling of interests;

                  15.4.3 By FFB if, prior to the Effective Time, the conditions
set forth in Sections 15.2.1 through 15.2.8, inclusive, will not have been met;

                  15.4.4 By HBI if, prior to the Effective Time, the conditions
set forth in Sections 15.3.1 through 15.3.7, inclusive, will not have been met;

                  15.4.5 By either FFB or HBI if prior to the Effective Time,
the conditions set forth in Sections 15.1.1 through 15.1.3, inclusive, will not
have been met, or any action or proceeding before any court or other
governmental body or agency will have been instituted or threatened to restrain
or prohibit the Merger and such constituent corporation deems it unadvisable to
proceed with the Merger;

                  15.4.6 By either FFB or HBI if the requisite approval of the
shareholders of HBI will not have been obtained or if the Effective Time, will
not have occurred on or before July 31, 1999; or

                  15.4.7 By HBI, if the HBI Board so determines by a vote of a
majority of its members, at any time during the ten-day period commencing on the
second day (the "Valuation Date") after the day that is the latest of (i) the
day of expiration of the last waiting period with respect to any of the required
regulatory approvals, (ii) the day on which the last of the required regulatory
approvals is obtained, and (iii) the day on which the required HBI stockholder
approval is obtained, if both of the following conditions are satisfied (a
"Termination Event"):

                  (a)      the Average Closing Price is less than $23.857995,
                           and

                  (b)      the HBI Ratio is less than the Index Ratio.

If HBI elects to exercise this termination right, it will give prompt written
notice to FFB (which notice may be withdrawn at any time within the
aforementioned ten-day period so long as FFB has not exercised its right to
terminate this Agreement as set forth below) and, during the five days
commencing with its receipt of such notice, FFB will have the option of
increasing the Exchange Ratio to equal the lesser of (i) the result of dividing
$486.1655 by the Average Closing 



                                       24
<PAGE>   140

Price, and (ii) the quotient obtained by dividing the product of the Index Ratio
and the Exchange Ratio (as then in effect) by the HBI Ratio. If FFB makes an
election contemplated by the preceding sentence within such five-day period, it
will give prompt written notice to HBI of such election and the revised Exchange
Ratio, whereupon (x) no termination will have occurred as a result of the
Termination Event and HBI's exercise of its right of termination, (y) this
Agreement will remain in effect in accordance with its terms (except as the
Exchange Ratio will have been so modified), and (z) any references in the
Agreement to "Exchange Ratio" will thereafter be deemed to refer to the Exchange
Ratio as so adjusted). If FFB does not elect to increase the Exchange Ratio as
set forth above, this Agreement will terminate immediately. 

For purposes of this Section 15.4.7, the following terms have the definitions 
set forth below:

     o Average Closing Price means the average of the daily closing sales price
of a FFB common share, as reported on the Nasdaq National Market for the 20
consecutive Nasdaq trading days (in which at least 1,000 shares were traded)
ending on the Valuation Date.

     o Index Group means the 31 financial institution holding companies (17 with
headquarters in Ohio and 14 with headquarters in Indiana) listed below, the
common stock of all of which shall be publicly traded and as to which there
shall not have been an Acquisition Transaction (as defined in the Merger
Agreement) involving such company publicly announced at any time during the
period beginning on the date of the Merger Agreement and ending on the Valuation
Date. In the event that the common stock of any such company ceases to be
publicly traded or a proposal regarding a change in control involving, or a
material acquisition by, any such company is announced at any time during the
period beginning on the date of the Merger Agreement and ending on the Valuation
Date, such company will be removed from the Index Group. The 31 financial
institution holding companies are as follow:

                                   Ohio Banks
                                   ----------

<TABLE>
<S>                                <C>
                      BFOH         BancFirst Ohio Corp
                      BLMT         Belmont Bancorp
                      FITB         Fifth Third Bancorp
                      FMER         FirstMerit Corporation
                      HBAN         Huntington Bancshares Incorporated
                      KEY          KeyCorp
                      MGNB         Mahoning National Bancorp, Incorporated
                      NCC          National City Corporation
                      OAKF         Oak Hill Financial, Inc.
                      OVBC         Ohio Valley Banc Corp.
                      PRK          Park National Corporation
                      PEBO         Peoples Bancorp Inc.
                      PFGI         Provident Financial Group Inc.
                      SECD         Second Bancorp, Incorporated
                      SKYF         Sky Financial Group Inc.
                      UBCP         United Bancorp, Inc.
                      WNNB         Wayne Bancorp, Inc.
</TABLE>



                                       25
<PAGE>   141

                                   Indiana Banks
                                   -------------

<TABLE>
<S>                                <C>
                      SRCE         1st Source Corporation
                      ANBC         ANB Corporation
                      BNK          CNB Bancshares, Inc.
                      CBIN         Community Bank Shares of Indiana, Inc.
                      THFF         First Financial Corporation
                      FRME         First Merchants Corporation
                      GABC         German American Bancorp
                      IUBC         Indiana United Bancorp
                      IRWN         Irwin Financial Corporation
                      LKFN         Lakeland Financial Corporation
                      METB         MetroBanCorp
                      NCBE         National City Bancshares, Inc.
                      OLDB         Old National Bancorp
                      PPLS         Peoples Bank Corporation of Indianapolis
</TABLE>

         If FFB or any company belonging to the Index Group declares or effects
a stock dividend, reclassification, recapitalization, split-up, combination,
exchange or shares or similar transaction between the date of the Merger
Agreement and the Valuation Date, the prices for the common stock of such
company will be appropriately adjusted for purposes of determining whether a
Termination Event has occurred.

     o Index Price means, with respect to the Index Group, the price resulting
from dividing (i) the sum of the closing sales price on the Starting Date of a
share of common stock of each member of the Index Group by (ii) the number of
financial institutions that comprise the Index Group.

     o Average Index Price, with respect to the Index Group, means the price
resulting from dividing (i) the sum of the average of the daily closing sales
price of a share of common stock of each financial institution comprising the
Index Group, as reported on the consolidated transaction reporting system for
the market or exchange on which such common stock is principally traded, during
the period of 20 consecutive trading days ending on the Valuation Date by (ii)
the number of financial institutions that comprise the Index Group.

     o HBI Ratio means the number obtained by dividing the Average Closing Price
by $28.0682.

     o Index Ratio means the number obtained by dividing the Average Index Price
by the Index Price and subtracting 0.15 from the quotient.

     o Starting Date means the day immediately prior to the parties' public
announcement of the signing of this Agreement.



                                       26
<PAGE>   142

         An example of the determination regarding whether a Termination Event
has occurred and the resulting number of FFB common shares that could possibly
be issued is attached as Schedule 15.4.7.

                  15.4.8 By either FFB or HBI, upon written notice to the other
party, if the Closing Date Price is less than $20.00 per share. "Closing Date
Price" means the average of the daily closing sales price of a FFB common share,
as reported on the Nasdaq National Market for the 20 consecutive Nasdaq trading
days (in which at least 1,000 shares were traded) ending on the second trading
day preceding the Closing Date.

         15.5 EFFECT OF TERMINATION. Upon any such termination and abandonment,
neither party will have any liability or obligation hereunder to the other,
except for the return of all documents exchanged and the preservation of the
confidentiality by each party of the information exchanged, and except for a
termination pursuant to Section 15.4.3 (resulting from a failure to satisfy
Section 15.2.1) or pursuant to Section 15.4.4 (resulting from a failure to
satisfy Section 15.3.1), in which case, a termination shall not relieve the
breaching party from liability for a breach of a representation or covenant
giving rise to the termination.

         15.6 EXPENSES. Upon a termination of this Agreement as provided in
Section 15.4, each party will pay all costs and expenses of its performance of
and compliance with all agreements and conditions contained herein on its part
to be performed or complied with, including fees, expenses and disbursements of
its accountants and counsel.

16.      GENERAL PROVISIONS.

         16.1 DEFINITIONS. "Subsidiaries" as used herein means any corporation
50% or more of whose outstanding voting securities are owned directly or
indirectly by FFB or HBI, as the context may require, whether consolidated or
unconsolidated. The headings in this Agreement will not affect in any way its
meaning or interpretation.

         16.2 AMENDMENTS. Any of the terms or conditions of this Agreement may
be modified or waived at any time before the Effective Time by the party which
is, or the shareholders of which are, entitled to the benefit thereof upon the
authority of the Board of Directors of such party, provided that any such
modification or waiver will in the judgment of the party making it not affect
substantially or materially and adversely the benefits to such party or its
shareholders intended under this Agreement.

         16.3 PURCHASE OF "TAIL COVERAGE" FOR DIRECTORS' AND OFFICERS'
INSURANCE. HBI shall purchase "tail coverage" on its Directors' and Officers'
insurance for a period of at least two years from the Closing Date and for a sum
not exceeding $10,000 in the aggregate.

         16.4 NO SURVIVAL. Except as set forth in the following sentence, none
of the representations, warranties or covenants made in this Agreement shall
survive the Effective Time or earlier termination of this Agreement. The
covenants set forth in Sections 8.4, 14.2, 14.11, 15.6 and 16.3 shall survive
the Effective Time or earlier termination of this Agreement.



                                       27
<PAGE>   143

         16.5 NOTICES. All notices, demands, requests, consents or approvals
required hereunder will be in writing and will be given (and will be deemed to
have been duly given upon receipt) by delivery in person or by certified or
registered mail, return receipt requested, postage prepaid, addressed to such
party at the address set forth below or to such other address as any party may
give to the other by like notice:

                  IF TO FFB:          First Financial Bancorp
                                      300 High Street
                                      P.O. Box 476
                                      Hamilton, Ohio  45012-0476
                                      ATTENTION:  Stanley N. Pontius, President
                                                  and Chief Executive Officer

                  With copies to:     Frost & Jacobs
                                      2500 PNC Center
                                      201 East Fifth Street
                                      P.O. Box 5715
                                      Cincinnati, Ohio  45201-5715
                                      ATTENTION: Neil Ganulin

                  If to HBI:          Hebron Bancorp, Inc.
                                      2652 N. Bend Road
                                      P.O. Box 360
                                      Hebron, KY  41048
                                      ATTENTION:  Michael Conner, President

                  With copies to:     Stites & Harbison
                                      250 W. Main Street, Suite 2300
                                      Lexington, KY  40507-1758
                                      ATTENTION:  Walter R. Byrne, Jr.



         16.6 BINDING NATURE OF AGREEMENT. This Agreement will be binding upon
and inure to the benefit of FFB and HBI and their respective successors and
permitted assigns.

         16.7 ENTIRE AGREEMENT. All exhibits and the Disclosure Schedule
referred to in this Agreement are integral parts hereof, and this Agreement,
such exhibits and Disclosure Schedule constitute the entire agreement among the
parties hereto with respect to the matters contained herein and therein, and
supersede all prior agreements and understandings between the parties with
respect thereto.

         16.8 REMEDIES. Subject to the terms hereof, in the event of any willful
breach of this Agreement in any material respect by any of the parties hereto,
any other party hereto damaged shall have all the rights, remedies and causes of
action available at law or in equity.



                                       28
<PAGE>   144

         16.9 HEADINGS. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

         16.10 ASSIGNMENT. Neither this Agreement nor any obligation or right
hereunder may be assigned by any party hereto, whether directly or indirectly,
without the prior written consent of the other party.

         16.11 GOVERNING LAW. This Agreement will in all respects be governed
and construed in accordance with the laws of the State of Ohio, except to the
extent superseded by the federal banking laws of the United States.

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

         16.13 KNOWLEDGE OF HBI. Where any representation or warranty contained
in this Agreement is expressly qualified by reference to the best knowledge of
HBI, "best knowledge" means that none of Michael A. Conner (Chief Executive
Officer), Joseph Hojnacki (Vice President), Howard Regenbogen (Vice President
and Cashier) and Robert C. Ruebel (Executive Vice President) of HBI has any
actual knowledge as to such matter and nothing has come to their attention which
would lead any of them to believe that any representation or warranty is not
true.

         IN WITNESS WHEREOF, pursuant to authority duly given by its Board of
Directors, each of FFB, and HBI has caused this Agreement to be executed and
attested by its authorized officers as of the date and year first above written.

                                       FIRST FINANCIAL BANCORP



                                       By:                                     
                                          -------------------------------------
                                             Michael R. O'Dell
                                             Senior Vice President, Chief 
                                             Financial Officer and Secretary


                                       HEBRON BANCORP, INC.


                                       By:              
                                          -------------------------------------
                                             Michael A. Conner
                                             President






                                       29
<PAGE>   145



                                 SCHEDULE 15.4.7



         The following example illustrates whether a Termination Event could
occur and the resulting number of FFB shares that could possibly be issued:

<TABLE>
<S>                                                  <C>           <C>   
   Average Closing Price                             $23.50        $23.50
   Average Index Price/Index Price                      .97          1.01
   HBI Ratio                                            .8372         .8372
   Index Ratio                                          .8200         .8600
   Does Termination Event Occur?                        No            Yes
   New Exchange Ratio (lower of i or ii):
            (i)                                                     20.6879
            (ii)                                                    20.9325
   FFBC Shares Issued                                1,222,650     1,241,274
</TABLE>




                                       30
<PAGE>   146

                                                                      APPENDIX B

              FAIRNESS OPINION OF PROFESSIONAL BANK SERVICES, INC.

                                December 31, 1998

Board of Directors
Hebron Bancorp, Inc.
2652 North Bend Road
Hebron, Kentucky 41048

Dear Members of the Board:

You have requested our opinion as investment bankers as to the fairness, from a
financial perspective, to the common shareholders of Hebron Bancorp, Inc.,
Hebron, Kentucky (the "Company") of the proposed merger of the Company with
First Financial Bancorp, Hamilton, Ohio ("FFBC"), (the "Merger"). In the
proposed Merger, Company shareholders will receive 20.3775 FFBC common shares
per Company common share or an aggregate of 1,222,650 FFBC common shares for all
60,000 Company common shares outstanding, subject to adjustment, as further
defined in the Plan and Agreement of Merger between FFBC and the Company (the
"Agreement"). On December 28, 1998, the proposed consideration to be received
represents an aggregate value of $34,081,369 or $568.02 per Company common share
based on the closing price, on December 28, 1998, for FFBC common stock of
$27.875 as quoted on the National Association of Securities Dealers Automated
Quotation System.

Professional Bank Services, Inc. ("PBS") is a bank consulting firm and as part
of its investment banking business is continually engaged in reviewing the
fairness, from a financial perspective, of bank acquisition transactions and in
the valuation of banks and other businesses and their securities in connection
with mergers, acquisitions, estate settlements and other purposes. We are
independent with respect to the parties of the proposed transaction.

For purposes of this opinion, PBS performed a review and analysis of the
historic performance of the Company and its subsidiary Hebron Deposit Bank,
Hebron, Kentucky (the "Bank") including: (i) September 30, 1998 internal
financial reports of the Bank; (ii) June 30, 1998 Consolidated Reports of
Condition and Income filed by the Bank with the FDIC; (iii) June 30, 1998 and
December 31, 1997 FRY-9 SP Parent Company Only Financial Statements filed by the
Company with the Federal Reserve; (iv) June 30, 1998, 1997 and 1996 audited
balance sheets of the Bank; (v) June 30, 1998 Uniform Bank Performance Report of
the Bank; (vi) December 31, 1998 budget and projected financial data for the
Bank; (vii) and various internal asset quality reports, loan loss allowance
reports, securities listings and deposit information. We have reviewed and
tabulated statistical data regarding the loan profile, securities portfolio and
other performance ratios and statistics. Financial projections were prepared and
analyzed as well as other financial studies, analyses and investigations as
deemed relevant for the purposes of this opinion. In review of the
aforementioned information, we have taken into account our assessment of general
market and financial conditions, our experience in other transactions, and our
knowledge of the banking industry generally.


                                      B-1
<PAGE>   147


We have taken into consideration all other offers and associated correspondence
received by the Company regarding a possible combination.

We have not compiled, reviewed or audited the financial statements of the
Company or FFBC, nor have we independently verified any of the information
reviewed; we have relied upon such information as being complete and accurate in
all material respects. We have not made independent evaluation of the assets of
the Company or FFBC.

As part of preparing this Fairness Opinion, PBS performed a due diligence review
of FFBC on December 15, 1998. As part of the Due diligence, PBS reviewed the
following items: minutes of the Board of Directors meetings of FFBC, from
January 1997 through November 1998; reports of independent auditors and
management letters and response thereto, for the years ending December 31, 1996
and 1997; the most recent analysis and calculation of allowance for loan and
lease losses of FFBC; internal loan review reports; investment portfolio
activity reports; asset/liability management reports; asset quality reports;
Uniform Holding Company Report for FFBC as of June 30, 1998; June 30, 1998 and
September 30, 1998 Consolidated Reports of Condition and Income for FFBC;
Security and Exchange Commission ("SEC") filings made by FFBC for 1997 and
year-to-date 1998; and discussions pertaining to any material pending litigation
and other potentially substantive issues with senior management of FFBC.

Based on the foregoing and all other factors deemed relevant, it is our opinion
as investment bankers, that, as of the date hereof, the consideration proposed
to be received by the shareholders of the Company under the Agreement is fair
and equitable from a financial perspective.


                                            Very truly yours,



                                            Professional Bank Services, Inc.




                                      B-2
<PAGE>   148


                                April ____, 1999


Board of Directors
Hebron Bancorp, Inc.
2652 North Bend Road
Hebron, Kentucky  41048

Dear Members of the Board:

To our knowledge, nothing of a material nature has occurred since the issuance
of our Fairness Opinion (the "Opinion") to the common shareholders of Hebron
Bancorp, Inc., Hebron, Kentucky (the "Company") dated December 31, 1998, that
would cause us to alter or rescind the Opinion. The Opinion is related to the
fairness from a financial point of view, to the common shareholders of the
Company, regarding the proposed transaction outlined in the Plan and Agreement
of Merger Between First Financial Bancorp. and Hebron Bancorp, Inc.

                              Very truly yours,


                              Professional Bank Services, Inc.



                                      B-3
<PAGE>   149



                            KENTUCKY REVISED STATUTES
                         SUBTITLE 13. DISSENTERS' RIGHTS

RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES

271B.13-010       Definitions
271B.13-020       Right to dissent
271B.13-030       Dissent by nominees and beneficial owners

PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS

271B.13-200       Notice of dissenters' rights
271B.13-210       Notice of intent to demand payment
271B.13-220       Dissenters' notice
271B.13-230       Duty to demand payment
271B.13-240       Share restrictions
271B.13-250       Payment
271B.13-260       Failure to take action
271B.13-270       After-acquired shares
271B.13-280       Procedure if shareholder dissatisfied with payment or offer

JUDICIAL APPRAISAL OF SHARES

271B.13-300       Court action
271B.13-310       Court costs and counsel fees

RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES

271B.13-010       DEFINITIONS

As used in this subtitle:
(1)      "Corporation" means the issuer of the shares held by a dissenter before
         the corporate action, or the surviving or acquiring corporation by
         merger or share exchange of that issuer.
(2)      "Dissenter" means a shareholder who is entitled to dissent from
         corporate action under KRS 271B.13-020 and who exercises that right
         when and in the manner required by KRS 271B.13-200 to 271B.13-280.
(3)      "Fair value," with respect to a dissenter's shares, means the value of
         the shares immediately before the effectuation of the corporate action
         to which the dissenter objects, excluding any appreciation or
         depreciation in anticipation of the corporate action unless exclusion
         would be inequitable. In any transaction subject to the requirements of
         KRS 271B.12-210 or exempted by KRS 271B.12-220(2), "fair value" shall
         be at least an amount required to be paid under KRS 271B.12-220(2) in
         order to be exempt from the requirements of KRS 271B.12-210.


                                      C-1
<PAGE>   150

(4)      "Interest" means interest from the effective date of the corporate
         action until the date of payment, at the average rate currently paid by
         the corporation on its principal bank loans or, if none, at a rate that
         is fair and equitable under all the circumstances.
(5)      "Record shareholder" means the person in whose name shares are
         registered in the records of a corporation or the beneficial owner of
         shares to the extent of the rights granted by a nominee certificate on
         file with a corporation.
(6)      "Beneficial shareholder" means the person who is a beneficial owner of
         shares held in a voting trust or by a nominee as the record
         shareholder.
(7)      "Shareholder" means the record shareholder or the beneficial 
         shareholder.

271B.13-020       RIGHT TO DISSENT

(1)      A shareholder shall be entitled to dissent from, and obtain payment of
         the fair value of his shares in the event of, any of the following
         corporate actions: 

         (a)      Consummation of a plan of merger to which the corporation is a
                  party:
                  1.       If shareholder approval is required for the merger by
                           KRS 271B.11-030 or the articles of incorporation and
                           the shareholder is entitled to vote on the merger; or
                  2.       If the corporation is a subsidiary that is merged
                           with its parent under KRS 271B.11-040;

         (b)      Consummation of a plan of share exchange to which the
                  corporation is a party as the corporation whose shares will be
                  acquired, if the shareholder is entitled to vote on the plan;
         (c)      Consummation of a sale or exchange of all, or substantially
                  all, of the property of the corporation other than in the
                  usual and regular course of business, if the shareholder is
                  entitled to vote on the sale or exchange, including a sale in
                  dissolution, but not including a sale pursuant to court order
                  or a sale for cash pursuant to a plan by which all or
                  substantially all of the net proceeds of the sale will be
                  distributed to the shareholders within one (1) year after the
                  date of sale:
         (d)      An amendment of the articles of incorporation that materially
                  and adversely affects rights in respect of a dissenter's
                  shares because it:
                  1.       Alters or abolishes a preferential right of the
                           shares to a distribution or in dissolution;
                  2.       Creates, alters, or abolishes a right in respect of
                           redemption, including a provision respecting a
                           sinking fund for the redemption or repurchase, of the
                           shares;
                  3.       Excludes or limits the right of the shares to vote on
                           any matter other than a limitation by dilution
                           through issuance of shares or other securities with
                           similar voting rights; or
                  4.       Reduces the number of shares owned by the shareholder
                           to a fraction of a share if the fractional share so
                           created is to be acquired for cash under KRS
                           271B.6-040;

         (e)      Any transaction subject to the requirements of KRS 271B.12-210
                  or exempted by KRS 271B.12-220(2); or



                                      C-2
<PAGE>   151


         (f)      Any corporate action taken pursuant to a shareholder vote to
                  the extent the articles of incorporation, By-Laws, or a
                  resolution of the board of directors provides that voting or
                  nonvoting shareholders are entitled to dissent and obtain
                  payment for their shares.

(2)      A shareholder entitled to dissent and obtain payment for his shares
         under this chapter shall not challenge the corporate action creating
         his entitlement unless the action is unlawful or fraudulent with
         respect to the shareholder or the corporation.

271B.13-030 DISSENT BY NOMINEES AND BENEFICIAL OWNERS

(1)      A record shareholder may assert dissenters' rights as to fewer than all
         the shares registered in his name only if he shall dissent with respect
         to all shares beneficially owned by any one (1) person and notify the
         corporation in writing of the name and address of each person on whose
         behalf he asserts dissenter's rights. The rights of a partial dissenter
         under this subsection shall be determined as if the shares as to which
         he dissents and his other shares were registered in the names of
         different shareholders.
(2)      A beneficial shareholder may assert dissenters' rights as to shares
         held on his behalf only if: 
         (a)      He submits to the corporation the record shareholder's written
                  consent to the dissent not later than the time the beneficial
                  shareholder asserts dissenters' rights; and
         (b)      He does so with respect to all shares of which he is the
                  beneficial shareholder or over which he has power to direct
                  the vote.

PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS

271B.13-200 NOTICE OF DISSENTERS' RIGHTS

(1)      If proposed corporate action creating dissenters' rights under KRS
         271B.13-020 is submitted to a vote at a shareholders' meeting, the
         meeting notice must state that shareholders are or may be entitled to
         assert dissenters' rights under this subtitle and the corporation shall
         undertake to provide a copy of this subtitle to any shareholder
         entitled to vote at the shareholders' meeting upon request of that
         shareholder.
(2)      If corporate action creating dissenters' rights under KRS 271B.13-020
         is taken without a vote of shareholders, the corporation shall notify
         in writing all shareholders entitled to assert dissenters' rights that
         the action was taken and send them the dissenters' notice described in
         KRS 271B.13-220.

271B.13-210 NOTICE OF INTENT TO DEMAND PAYMENT

(1)      If proposed corporate action creating dissenters' rights under KRS
         271B.13-020 is submitted to a vote at a shareholders' meeting, a
         shareholder who wishes to assert dissenters' rights: 
         (a)      Shall deliver to the corporation before the vote is taken
                  written notice of his intent to demand payment for his shares
                  if the proposed action is effectuated; and
         (b)      Shall not vote his shares in favor of the proposed action.
(2)      A shareholder who does not satisfy the requirements of subsection (1)
         of this section shall not be entitled to payment for his shares under
         this chapter.



                                      C-3
<PAGE>   152

271B.13-220 DISSENTERS' NOTICE

(1)      If proposed corporate action creating dissenters' rights under KRS
         271b.13-020 is authorized at a shareholders' meeting, the corporation
         shall deliver a written dissenters' notice to all shareholders who
         satisfied the requirements of KRS 271B.13-210.
(2)      The dissenters' notice shall be sent no later than ten (10) days after
         the date the proposed corporate action was authorized by the
         shareholders, or, if no shareholder authorization was obtained, by the
         board of directors, and shall:
         (a)      State where the payment demand must be sent and where and when
                  certificates for certificated shares must be deposited;
         (b)      Inform holders of uncertified shares to what extent transfer
                  of the shares will be restricted after the payment demand is
                  received;
         (c)      Supply a form for demanding payment that includes the date of
                  the first announcement to news media or to shareholders of the
                  terms of the proposed corporate action and requires that the
                  person asserting dissenters' rights certify whether or not he
                  acquired beneficial ownership of the shares before that date;
         (d)      Set a date by which the corporation must receive the payment
                  demand, which date may not be fewer than thirty (30), nor more
                  than sixty (60) days after the date the notice provided in
                  subsection (1) of this section is delivered; and
         (e)      Be accompanied by a copy of this subtitle.

271B.13-230 DUTY TO DEMAND PAYMENT

(1)      A share holder who is sent a dissenters' notice described in KRS
         271B.13-220 shall demand payment, certify whether he acquired
         beneficial ownership of the shares before the date required to be set
         forth in the dissenters' notice pursuant to subsection (2) (c) of KRS
         271B.13-220, and deposit his certificates in accordance with the terms
         of the notice.
(2)      The shareholder who demands payment and deposits his share certificates
         under subsection (1) of this section shall retain all other rights of a
         shareholder until these rights are cancelled or modified by the taking
         of the proposed corporate action.
(3)      A shareholder who does not demand payment or deposit his share
         certificates where required, each by the date set in the dissenters'
         notice, shall not be entitled to payment for his shares under this
         subtitle.

271B.13-240 SHARE RESTRICTIONS

(1)      The corporation may restrict the transfer of uncertificated shares from
         the date the demand for their payment is received until the proposed
         corporate action is taken or the restriction released under KRS
         271B.13-260.
(2)      The person for whom dissenters' rights are asserted as to
         uncertificated shares shall retain all other rights of a shareholder
         until these rights are canceled or modified by the taking of the
         proposed corporate action.



                                      C-4
<PAGE>   153


271B.13-250 PAYMENT

(1)      Except as provided in KRS 271B.13-270, as soon as the proposed
         corporate action is taken, or upon receipt of a payment demand, the
         corporation shall pay each dissenter who complied with KRS 271B.13-230
         the amount the corporation estimates to be the fair value of his
         shares, plus accrued interest.
(2)      The payment shall be accompanied by:
                  
         (a)      The corporation's balance sheet as of the end of a fiscal year
                  ending not more than sixteen (16) months before the date of
                  payment, an income statement for that year, a statement of
                  changes in shareholders' equity for that year, and the latest
                  available interim financial statements, if any;
         (b)      A statement of the corporation's estimate of the fair value of
                  the shares;
         (c)      An explanation of how the interest was calculated; and 
         (d)      A statement of the dissenter's right to demand payment under 
                  KRS 271B.13-280

271B.13-260 FAILURE TO TAKE ACTION

(1)      If the corporation does not take the proposed action within sixty (60)
         days after the date set for demanding payment and depositing share
         certificates, the corporation shall return the deposited certificates
         and release the transfer restrictions imposed on uncertificated shares.
(2)      If after returning deposited certificates and releasing transfer
         restrictions, the corporation takes the proposed action, it shall send
         a new dissenters' notice under KRS 271B.13-220 and repeat the payment
         demand procedure.

271B.13-270 AFTER-ACQUIRED SHARES

(1)      A corporation may elect to withhold payment required by KRS 271B.13-250
         from a dissenter unless he was the beneficial owner of the shares
         before the date set forth in the dissenters' notice as the date of the
         first announcement to news media or to shareholders of the terms of the
         proposed corporate action.
(2)      To the extent the corporation elects to withhold payment under
         subsection (1) of this section, after taking the proposed corporate
         action, it shall estimate the fair value of the shares, plus accrued
         interest, and shall pay this amount to each dissenter who agrees to
         accept it in full satisfaction of his demand. The corporation shall
         send with its offer a statement of its estimate of the fair value of
         the shares, an explanation of how the interest was calculated, and a
         statement of the dissenters' right to demand payment under KRS
         271B.13-280.




                                      C-5
<PAGE>   154






271B.13-280 PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR OFFER

(1)      A dissenter may notify the corporation in writing of his own estimate
         of the fair value of his shares and amount of interest due, and demand
         payment of his estimate (less any payment under KRS 271B.13-250), or
         reject the corporation's offer under KRS 271B.13-270 and demand payment
         of the fair value of his shares and interest due, if: 
         (a)      The dissenter believes that the amount paid under KRS
                  271B.13-250 or offered under KRS 271B.13-270 is less than the
                  fair value of his shares or that the interest due is
                  incorrectly calculated;
         (b)      The corporation fails to make payment under KRS 271B.13-250
                  within sixty (60) days after the date set for demanding
                  payment; or 
         (c)      The corporation, having failed to take the proposed action,
                  does not return the deposited certificates or release the
                  transfer restrictions imposed on uncertificated shares within
                  sixty (60) days after the date set for demanding payment.
(2)      A dissenter waives his right to demand payment under this section
         unless he shall notify the corporation of his demand in writing under
         subsection (1) of this section within thirty (30) days after the
         corporation made or offered payment for his shares.

JUDICIAL APPRAISAL OF SHARES

271B.13-300 COURT ACTION

(1)      If a demand for payment under KRS 271B.13-280 remains unsettled, the
         corporation shall commence a proceeding within sixty (60) days after
         receiving the payment demand and petition the court to determine the
         fair value of the shares and accrued interest. If the corporation does
         not commence the proceeding within the sixty (60) day period, it shall
         pay each dissenter whose demand remains unsettled the amount demanded.
(2)      The corporation shall commence the proceeding in the circuit court of
         the county where a corporation's principal office (or, if none in this
         state, its registered office) is located. If the corporation is a
         foreign corporation without a registered office in this state, it shall
         commence the proceeding in the county in this state where the
         registered office of the domestic corporation merged with or whose
         shares were acquired by the foreign corporation was located.
(3)      The corporation shall make all dissenters (whether or not residents of
         this state) whose demands remain unsettled parties to the proceeding as
         in an action against their shares and all parties shall be served with
         a copy of the petition. Nonresidents may be served by registered or
         certified mail or by publication as provided by law.
(4)      The jurisdiction of the court in which the proceeding is commenced
         under subsection (2) of this section shall be plenary and exclusive.
         The court may appoint one (1) or more persons as appraisers to receive
         evidence and recommend decision on the question of fair value. The
         appraisers have the powers described in the order appointing them, or
         in any amendment to it. The dissenters shall be entitled to the same
         discovery rights as parties in other civil proceedings.


                                      C-6
<PAGE>   155


(5)      Each dissenter made a party to the proceeding shall be entitled to
         judgement:
         (a)      For the amount, if any, by which the court finds the fair
                  value of his shares, plus interest, exceeds the amount paid by
                  the corporation; or
         (b)      For the fair value, plus accrued interest, of his
                  after-acquired shares for which the corporation elected to
                  withhold payment under KRS 271B.13-270.

271B.13-310 COURT COSTS AND COUNSEL FEES

(1)      The court in an appraisal proceeding commenced under KRS 271B.13-300
         shall determine all costs of the proceeding, including the reasonable
         compensation and expenses of appraisers appointed by the court. The
         court shall assess the costs against the corporation, except that the
         court may assess costs against all or some of the dissenters, in
         amounts the court finds equitable, to the extent the court finds the
         dissenters acted arbitrarily, vexatiously, or not in good faith in
         demanding payment under KRS 271B.13-280.
(2)      The court may also assess the fees and expenses of counsel and experts
         for the respective parties, in amounts the court finds equitable:
         (a)      Against the corporation and in favor of any or all dissenters,
                  if the court finds the corporation did not substantially
                  comply with the requirements of KRS 271B.13-200 to
                  271B.13-280; or
         (b)      Against either the corporation or a dissenter, in favor of any
                  other party, if the court finds that the party against whom
                  the fees and expenses are assessed acted arbitrarily,
                  vexatiously, or not in good faith with respect to the rights
                  provided by this subtitle.
(3)      If the court finds that the services of counsel for any dissenter were
         of substantial benefit to other dissenters similarly situated, and that
         the fees for those services should not be assessed against the
         corporation, the court may award to these counsel reasonable fees to be
         paid out of the amounts awarded the dissenters who were benefited.




                                      C-7
<PAGE>   156


           INFORMATION NOT REQUIRED IN THE PROXY-STATEMENT PROSPECTUS


ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Ohio General Corporation Law allows a corporation under certain
circumstances to indemnify its directors, officers, and employees. Generally,
whether by its articles of incorporation or its code of regulations or by
statute, the indemnification permits the Corporation to pay expenses actually
and necessarily incurred in the defense of any pending or threatened suit. The
determination of the right of indemnification is determined by a quorum of
disinterested directors not involved in such a pending matter and if they are
unable to make such determination, then such determination shall be made by
independent legal counsel, First Financial's shareholders or by the Butler
County, Ohio, Court of Common Pleas. The statute does not allow indemnification
of an officer or director wherein such person has been adjudicated negligent or
guilty of misconduct and, additionally, such officer or director must have acted
in good faith or had no reason to believe such officer's or director's conduct
was unlawful to be indemnified. First Financial has an indemnification provision
in its Regulations, set forth below, that requires First Financial to follow the
General Corporation Law of Ohio regarding indemnification.

         Article IV of the Regulations of First Financial provides:

         SECTION 4.1. INDEMNIFICATION. The Corporation shall, to the full extent
         permitted by the General Corporation Law of Ohio, indemnify all persons
         whom it may indemnify pursuant hereto.


Item 21.  Exhibits and Financial Statement Schedules

(a)      See Index to Exhibits.
(b)      See "HEBRON BANCORP, INC. FINANCIAL
         STATEMENTS."
(c)      Fairness Opinion furnished as Appendix B to Proxy
         Statement-Prospectus.


Item 22.  Undertakings

The undersigned registrant hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a
         post-effective amendment to this Registration Statement:

         (i)      To include any prospectus required by section 10(a)(3) of the
                  Securities Act of 1933;


                                      II-1
<PAGE>   157


         (ii)     To reflect in the prospectus any facts or events arising after
                  the effective date of the Registration Statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the Registration Statement; and

         (iii)    To include any material information with respect to the plan
                  of distribution not previously disclosed in the Registration
                  Statement or any material change to such information in the
                  Registration Statement.

(2)      That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be a
         new Registration Statement relating to the securities offered therein,
         and the offering of such securities at that time shall be deemed to be
         the initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

(4)      To deliver or cause to be delivered with the prospectus, to each person
         to whom the prospectus is sent or given, the latest annual report to
         security holders that is incorporated by reference in the prospectus
         and furnished pursuant to and meeting the requirements of Rule 14a-3 or
         Rule 14c-3 under the Securities Exchange Act of 1934; and, where
         interim financial information required to be presented by Article 3 of
         Regulation S-X are not set forth in the prospectus, to deliver, or
         cause to be delivered to each person to whom the prospectus is sent or
         given, the latest quarterly report that is specifically incorporated by
         reference in the prospectus to provide such interim financial
         information.

(5)      That prior to any public reoffering of the securities registered
         hereunder through use of a prospectus which is a part of this
         registration statement, by any person or party who is deemed to be an
         underwriter within the meaning of Rule 145(c), the issuer undertakes
         that such reoffering prospectus will contain the information called for
         by the applicable registration form with respect to reofferings by
         persons who may be deemed underwriters, in addition to the information
         called for by the other Items of the applicable form.

(6)      That every prospectus (i) that is filed pursuant to the paragraph
         immediately preceding, or (ii) that purports to meet the requirements
         of section 10(a)(3) of the Securities Act of 1933, as amended (the
         "Securities Act") and is used in connection with an offering of
         securities subject to Rule 415 will be filed as a part of an amendment
         to the registration statement and will not be used until such amendment
         is effective, and that, for purposes of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.



                                      II-2
<PAGE>   158


(7)      That, insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the registrant pursuant to the foregoing provisions, or
         otherwise, the registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the registrant of expenses incurred or paid
         by a director, officer or controlling person of the registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of such
         issue.

(8)      To respond to requests for information that is incorporated by
         reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of
         this Form, within one business day of receipt of such request and to
         send the incorporated documents by first class mail or other equally
         prompt means. This includes information contained in documents filed
         subsequent to the effective date of the registration statement through
         the date of responding to the request.

(9)      To supply by means of a post-effective amendment all information
         concerning a transaction, and the company being acquired involved
         therein, that was not the subject of and included in the registration
         statement when it became effective.



                                      II-3
<PAGE>   159


                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Hamilton, State of Ohio,
on April 2, 1999.

FIRST FINANCIAL BANCORP.

By: /s/ Stanley N. Pontius           
    -------------------------
Stanley N. Pontius
President and Chief Executive Officer

Date:  April 2, 1999                     
- -----------------------------

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:

<TABLE>
<CAPTION>
<S>                                                  <C>
                                                     /s/ Stanley N. Pontius                        
- ------------------------------------------           -------------------------------------------------
Barry J. Levey, Chairman of the Board                  Stanley N. Pontius, Director,
                                                       President and Chief Executive Officer

Date:                                                Date:  April 2, 1999                           
    --------------------------------------                 --------------------------------------------

 /s/ Michael R. O'Dell                               /s/ C. Douglas Lefferson                    
- ------------------------------------------           -------------------------------------------------
Michael R. O'Dell, Senior Vice President,              C. Douglas Lefferson, First Vice
Chief Financial Officer and Secretary                  President, Comptroller

Date:  April 2, 1999                                 Date:  April 2, 1999                            
    --------------------------------------                 --------------------------------------------


 /s/ Richard L. Alderson                             /s/ Arthur W. Bidwell                        
- ------------------------------------------           -------------------------------------------------
Richard L. Alderson, Director                          Arthur W. Bidwell, Director

Date:  April 2, 1999                                 Date:  April 2, 1999                            
    ---------------------------------------              --------------------------------------------


                                                     /s/ Carl R. Fiora                                
- ------------------------------------------           -------------------------------------------------
Donald M. Cisle, Director                              Carl R. Fiora, Director

Date:                                                Date:  April 2, 1999                            
    --------------------------------------                 --------------------------------------------
     
</TABLE>



                                      II-4
<PAGE>   160

                              SIGNATURES, Continued

<TABLE>
<CAPTION>
<S>                                                  <C>

                                                     /s/ Vaden Fitton
- ------------------------------------------           -------------------------------------------------
Corinne R. Finnerty, Director                          Vaden Fitton, Director

Date:                                                Date:  April 2, 1999                            
    --------------------------------------               ---------------------------------------------


- ------------------------------------------           -------------------------------------------------
James C. Garland, Director                           F. Elden Houts, Director

Date:                                                Date:
    --------------------------------------               ---------------------------------------------

                                                     /s/ Stephen S. Marcum                      
- ------------------------------------------           -------------------------------------------------
Murph Knapke, Director                                 Stephen S. Marcum, Director

Date:                                                Date:  April 2, 1999                          
    --------------------------------------               ---------------------------------------------


 /s/ Barry S. Porter                                 /s/ Steven C. Posey                           
- ------------------------------------------           -------------------------------------------------
Barry S. Porter, Director                              Steven C. Posey, Director

Date:  April 2, 1999                                 Date:  April 2, 1999                             
    --------------------------------------               ---------------------------------------------


 /s/ Perry D. Thatcher                        
- ------------------------------------------           
Perry D. Thatcher, Director

Date:  April 2, 1999                       
</TABLE>





                                      II-5
<PAGE>   161


                                INDEX TO EXHIBITS



         Exhibit
         Number            Description       
         ------            -----------       

         2.1               Plan and Agreement of Merger between First
                           Financial Bancorp. and Hebron Bancorp, Inc.
                           (Included as Appendix A in the Proxy Statement-
                           Prospectus)

         5.                Opinion of Counsel

         8.                Form of Tax Opinion of Frost & Jacobs LLP
                           to be Issued on Consummation of Merger

         23.1              Consent of Ernst & Young LLP, Independent Auditors
                           for First Financial Bancorp.

         23.2              Consent of Crowe, Chizek and Company LLP,
                           Independent Auditors for Hebron Bancorp
                           Corporation.

         23.3              Consent of Frost & Jacobs LLP, Counsel for
                           Registrant (Incorporated in Exhibit 5 and Exhibit 8)

         23.4              Consent of Professional Bank Services, Inc.

         99.1              Fairness Opinion of Professional Bank Services, Inc.
                           (Included as Appendix B in the Proxy
                           Statement-Prospectus.)

         99.2              Hebron Bancorp's Form of Proxy



                                      II-6

<PAGE>   1

EXHIBIT 5.--OPINION OF COUNSEL


                               FROST & JACOBS LLP
                                 2500 PNC Center
                              201 East Fifth Street
                              Post Office Box 5715
                           Cincinnati, Ohio 45201-5715
                                 (513) 651-6800


                                  April 2, 1999


First Financial Bancorp.
300 High Street
Hamilton, Ohio  45012-0476

         Re:      First Financial Bancorp.
                  Form S-4 Registration Statement

Gentlemen:

         We are counsel for First Financial Bancorp., an Ohio corporation (the
"Company"), which is named as the registrant in the Registration Statement on
Form S-4 which is being filed on or about April 2, 1999 with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933, as amended (the "Act"), certain common shares, without par value (the
"Common Shares"), of the Company.

         With respect to the Common Shares being registered pursuant to such
Registration Statement as filed and as it may be amended, it is our opinion that
the Common Shares, when issued and paid for pursuant to the Plan and Agreement
of Merger dated as of December 31, 1998 between First Financial Bancorp. and
Hebron Bancorp, Inc., will be validly issued, fully paid and non-assessable.

         We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Registration Statement.

                                                   Very Truly Yours,
                                                   Frost & Jacobs LLP

NG/gam


<PAGE>   1

EXHIBIT 8.--FORM OF TAX OPINION OF FROST & JACOBS LLP TO BE ISSUED ON
CONSUMMATION OF MERGER


                                  May __, 1999


The Shareholders and Board of Directors of
Hebron Bancorp, Inc.
2652 North Bend Road
Hebron, Kentucky  41048-0360

The Board of Directors of
First Financial Bancorp.
Third and High Streets
Hamilton, Ohio  45011

         Re:      Merger of Hebron Bancorp, Inc. with and into First Financial
                  Bancorp.

Ladies and Gentlemen:

         We have acted as special counsel to First Financial Bancorp., an Ohio
corporation registered as a bank holding company under the Bank Holding Company
Act of 1956 and a savings and loan holding company under the Savings and Loan
Holding Company Act ("FFB"), in connection with the proposed merger of Hebron
Bancorp, Inc., a Kentucky corporation and one-bank holding company ("HBI"). The
merger is pursuant to the terms of the Plan and Agreement of Merger between FFB
and HBI dated December 31, 1998 ("Merger Agreement"), as described in the
Registration Statement on Form S-4 to be filed by FFB with the Securities and
Exchange Commission on April 6, 1999 ("Registration Statement").

         This opinion is being rendered as required by Section 15.3.5 of the
Merger Agreement. All capitalized terms herein, unless otherwise specified, have
the meaning assigned to them in the Registration Statement.

         In connection with this opinion, we have relied on and have examined,
and we are familiar with originals or copies of, certified or otherwise
identified to our satisfaction, the (i) Merger Agreement, the (ii) Registration
Statement, and (iii) such other documents as we have deemed necessary or
appropriate in order to enable us to render the opinions below. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified, conformed or photostatic copies and the authenticity of the
originals of such copies. This opinion is subject to the receipt by us prior to
the effective time of the Merger of certain written representations and
covenants of HBI and FFB, the accuracy and truthfulness of which we shall assume
and rely upon without investigation.


<PAGE>   2


         In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations, pertinent judicial authorities, interpretive rulings of the
Internal Revenue Service and such other authorities as we have considered
relevant.

         Based upon and subject to the foregoing, provided that the merger of
HBI with and into FFB qualifies as a statutory merger under applicable state
law, and assuming that (i) after the transaction, FFB, as successor of HBI, will
hold substantially all of the HBI assets, and that (ii) in the transaction, the
HBI shareholders will exchange an amount of stock constituting majority control
of HBI solely for FFB Common Stock, we are of the opinion that the Merger will,
under current law, constitute a reorganization within the meaning of Section
368(a)(1)(A) of the Code and that HBI and FFB will each be a party to the
reorganization within the meaning of Section 368(b) of the Code. As a
reorganization under Section 368(a)(1)(A) of the Code, the Merger will have the
following federal income tax consequences for HBI shareholders, HBI, and FFB:

         1.       No gain or loss will be recognized by HBI shareholders who
                  exchange all of their HBI Common Stock for FFB Common Stock
                  pursuant to the Merger, except to the extent of gain or loss
                  attributable to any cash received in lieu of receipt of a
                  fractional share of FFB Common Stock.

         2.       The basis of FFB Common Stock (including deemed fractional
                  share interests) received by HBI shareholders who exchange all
                  of their HBI Common Stock for FFB Common Stock will be the
                  same as the basis of the HBI Common Stock surrendered in
                  exchange therefor.

         3.       The holding period of the FFB Common Stock received by the HBI
                  shareholders (including deemed fractional share interests) who
                  exchange all of their HBI Common Stock for FFB Common Stock
                  will include the period during which the HBI Common Stock was
                  held, provided the HBI Common Stock was held as a capital
                  asset on the date of the exchange.

         4.       Where a cash payment is received by an HBI shareholder in lieu
                  of fractional shares of FFB Common Stock, the cash payment
                  will be treated as a distribution in redemption of the deemed
                  fractional share interest by FFB, subject to the provisions
                  and limitations of Section 302 of the Code. Where such
                  exchange qualifies under Section 302(a) of the Code, such
                  shareholder will recognize a capital gain or loss provided
                  that the HBI Common Stock was held as a capital asset on the
                  date of the Merger.

         5.       Any HBI shareholder who perfects dissenter's rights and
                  receives solely cash in exchange for such shareholder's HBI
                  Common Stock shall be treated as having received such cash as
                  a distribution in redemption of the HBI Common Stock subject
                  to the provisions and limitations of Section 302 of the Code.
                  If, as a result of such distribution, such HBI shareholder
                  owns no FFB Common Stock, either directly or through the
                  application of the constructive ownership rules of Section
                  318(a) of the Code, the redemption will be a complete
                  termination of 


<PAGE>   3


                  interest within the meaning of Section 302(b)(3) of the Code
                  and the cash will be treated as a distribution in full payment
                  and exchange for the HBI Common Stock as provided in Section
                  302(a) of the Code. Under Section 1001 of the Code, gain or
                  loss (subject to any applicable limitations of the Code) will
                  be realized and recognized by such HBI shareholder in an
                  amount equal to the difference between the redemption price
                  and the adjusted basis of the HBI Common Stock surrendered in
                  exchange therefor.

         6.       No gain or loss will be recognized by HBI or FFB in connection
                  with the transaction.

         7.       The basis of the assets of HBI acquired by FFB in the Merger
                  will be the same as the basis of such assets in the hands of
                  HBI immediately prior to the Merger.

         The opinions expressed herein represent our conclusions as to the
application of existing federal income tax law to the facts as presented to us,
and we give no assurance that changes in such law or any interpretation thereof
will not affect the opinions expressed by us. Moreover, there can be no
assurance that these opinions will not be challenged by the Internal Revenue
Service or that a court considering the issues will not hold contrary to such
opinions. We express no opinion on the treatment of this transaction under the
income tax laws of any state or other taxing jurisdictions. We assume no
obligation to advise of any changes concerning the above, whether or not deemed
material, which may hereafter come or be brought to our attention.

         Except as set forth above, we express no opinion as to the tax
consequences to any party, whether federal, state, local or foreign, of the
Merger or of any transactions related to the Merger or contemplated by the
Merger Agreement. This opinion is addressed to you and is being furnished to you
solely for your use in connection with the transaction that is the subject of
the Merger Agreement. We assume no professional responsibility to any other
person or entity. Accordingly, the opinions expressed herein are not to be
utilized or quoted by, delivered or disclosed to, in whole or in part, any other
person, corporation, entity or governmental authority, or for any other purpose,
without the prior written consent of this Firm. We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement.

                                                    Very truly yours,

                                                    FROST & JACOBS LLP


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




<PAGE>   1


EXHIBIT 23.1--CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


                         CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-4 and related Prospectus of First Financial
Bancorp. for the registration of 1,222,650 shares of its common stock and to the
incorporation by reference therein of our report dated January 15, 1999, with
respect to the consolidated financial statements of First Financial Bancorp.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1998, as filed with the Securities and Exchange Commission.




                                                     ERNST & YOUNG LLP

Cincinnati, Ohio
April 2, 1999


<PAGE>   1

EXHIBIT 23.2--CONSENT OF CROWE, CHIZEK AND COMPANY LLP, INDEPENDENT AUDITORS


                         CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the use in this Registration Statement on Form S-4 and
Prospectus of First Financial Bancorp. of our report, dated January 15, 1999, on
the consolidated financial statements of Hebron Bancorp, Inc. as of June 30,
1998 and for the year then ended. We also consent to the use of our name and the
statements with respect to us appearing under the heading of "Experts" in the
Prospectus.



                                            CROWE, CHIZEK AND COMPANY LLP

Lexington, Kentucky
April 2, 1999




<PAGE>   1

                                                                    Exhibit 23.4


                          CONSENT OF FINANCIAL ADVISOR


We consent to the use of our fairness opinion letter dated December 31, 1998 and
the update to be dated as of the date of the Prospectus/Proxy Statement forming
a part of the Registration Statement on Form S-4 filed by First Financial
Bancorp in connection with the proposed merger of Hebron Bancorp, Inc. to be
included in such Prospectus/Proxy Statement, subject to the issuance of such
opinion by us. We further consent to the references to our fairness opinion
letter and the analysis conducted by us and the use of our name in such Proxy
Statement/Prospectus in conjunction therewith.


/s/ Professional Bank Services, Inc.
- ----------------------------------------
PROFESSIONAL BANK SERVICES, INC.
Louisville, Kentucky
April 6, 1999


<PAGE>   1

EXHIBIT 99.2--HEBRON BANCORP'S FORM OF PROXY

                                 REVOCABLE PROXY
                              HEBRON BANCORP, INC.

                    THIS PROXY IS SOLICITED ON BEHALF OF THE
                   BOARD OF DIRECTORS OF HEBRON BANCORP, INC.

         The undersigned shareholder of Hebron Bancorp, Inc., an Indiana
corporation ("Hebron Bancorp"), hereby nominates, constitutes and appoints
________________ and _____________, or any one of them, as proxy or proxies for
the undersigned, each with full power of substitution and resubstitution, to
vote all of the shares of Hebron Bancorp which the undersigned is entitled to
cast at the special meeting of the Shareholders of Hebron Bancorp to be held at
_____ _.m., local time, on May __, 1999, at the Main Office of Hebron Deposit
Bank, 2652 North Bend Road, Hebron, Kentucky 41048, and at any adjournments
thereof, on the following proposals, all of which are described in the
accompanying Proxy Statement-Prospectus:

         1.       Approval of the Plan and Agreement of Merger.

                  [ ] FOR          [ ] AGAINST         [ ] ABSTAIN


         2.       Adjournment of the special meeting in the event that a
                  sufficient number of votes necessary to approve the Plan and
                  Agreement of Merger at the special meeting is not received.

                  [ ] FOR          [ ] AGAINST         [ ] ABSTAIN

         3.       In their discretion, upon such other matters as may properly
                  come before the special meeting.

         This Revocable Proxy will be voted as directed by the undersigned
shareholder. If no direction is given, this Revocable Proxy will be voted FOR
proposals 1 and 2.

         All proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of the special meeting of Hebron Bancorp, Inc. and of the
accompanying Proxy Statement is hereby acknowledged.

         This Revocable Proxy may be revoked by the undersigned at any time
before it is exercised by (i) executing and delivering to Hebron Bancorp a later
dated proxy, (ii) attending the special meeting and voting in person, or (iii)
giving written notice of revocation to the Secretary of Hebron Bancorp.

NOTE: Please sign your name exactly as it appears on your stock certificate(s).
Joint accounts require only one signature. If you are signing this Proxy as an
attorney, administrator, agent, corporation, officer, executor, trustee, or
guardian, etc., please add your full title to your signature.


                                         ---------------------------------------
                                         Signature

                                         ---------------------------------------
                                         Print Name

                                         ---------------------------------------
                                         Address

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

                                         Dated:___________________, 1999


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE DATE, SIGN
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING
IN THE U.S.A.



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