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<SEC-DOCUMENT>0000950137-05-005621.txt : 20050510
<SEC-HEADER>0000950137-05-005621.hdr.sgml : 20050510
<ACCEPTANCE-DATETIME>20050510124211
ACCESSION NUMBER:		0000950137-05-005621
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20050331
FILED AS OF DATE:		20050510
DATE AS OF CHANGE:		20050510

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FIRST FINANCIAL CORP /IN/
		CENTRAL INDEX KEY:			0000714562
		STANDARD INDUSTRIAL CLASSIFICATION:	STATE COMMERCIAL BANKS [6022]
		IRS NUMBER:				351546989
		STATE OF INCORPORATION:			IN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-16759
		FILM NUMBER:		05814983

	BUSINESS ADDRESS:	
		STREET 1:		ONE FIRST FINANCIAL PLAZA
		CITY:			TERRE HAUTE
		STATE:			IN
		ZIP:			47807
		BUSINESS PHONE:		(812) 238-6000

	MAIL ADDRESS:	
		STREET 1:		ONE FIRST FINANCIAL PLAZA
		CITY:			TERRE HAUTE
		STATE:			IN
		ZIP:			47807

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TERRE HAUTE FIRST CORP
		DATE OF NAME CHANGE:	19850808
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>c95165e10vq.txt
<DESCRIPTION>QUARTERLY REPORT
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                      10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended March 31, 2005

Commission File Number 0-16759

                           FIRST FINANCIAL CORPORATION
                           ---------------------------
             (Exact name of registrant as specified in its charter)

                    INDIANA                               35-1546989
                    -------                               ----------
         (State or other jurisdiction                  (I.R.S. Employer
         incorporation or organization)               Identification No.)

         One First Financial Plaza, Terre Haute, IN         47807
         ------------------------------------------         -----
         (Address of principal executive office)         (Zip Code)

         (812)238-6000
         ------------
         (Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ].

As of April 30, 2005 were outstanding 13,491,938 shares without par value, of
the registrant.

<PAGE>

                           FIRST FINANCIAL CORPORATION

                                    FORM 10-Q

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                        Page No.
                                                                                                        --------
<S>                                                                                                     <C>
PART I. Financial Information

     Item 1. Financial Statements:

       Consolidated Balance Sheets....................................................................     3

       Consolidated Statements of Income..............................................................     4

       Consolidated Statements of Shareholders' Equity................................................     5

       Consolidated Statements of Cash Flows..........................................................     6

       Notes to Consolidated Financial Statements.....................................................     7

     Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....     8

     Item 3. Quantitative and Qualitative Disclosures about Market Risk...............................    10

     Item 4. Controls and Procedures..................................................................    11

PART II. Other Information:

     Item 2. Changes in Securities and Use of Proceeds................................................    12

     Item 5. Other Information........................................................................    12

     Item 6.  Exhibits................................................................................    13

     Signatures.......................................................................................    14
</TABLE>

                                                                               2
<PAGE>

                         Part I - Financial Information

Item 1. Financial Statements

                           FIRST FINANCIAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
              (Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                        March 31,      December 31,
                                                                          2005             2004
                                                                      ------------     ------------
                                                                      (Unaudited)
<S>                                                                   <C>              <C>
             ASSETS
Cash and due from banks                                               $     76,266     $     94,928
Federal funds sold and short-term investments                                1,150            5,400
Securities available-for-sale                                              511,040          507,990
Loans:
  Commercial, financial and agricultural                                   393,012          401,724
  Real estate - construction                                                33,544           32,810
  Real estate - mortgage                                                   748,622          753,826
  Installment                                                              270,173          272,261
  Lease financing                                                            3,213            3,658
                                                                      ------------     ------------
                                                                         1,448,564        1,464,279
Less:
    Unearned income                                                           (379)            (408)
    Allowance for loan losses                                              (20,074)         (19,918)
                                                                      ------------     ------------
                                                                         1,428,111        1,443,953
                                                                      ------------

Accrued interest receivable                                                 11,039           12,016
Premises and equipment, net                                                 31,197           31,154
Bank-owned life insurance                                                   49,795           49,177
Goodwill                                                                     7,102            7,102
Other intangible assets                                                      2,953            3,093
Other real estate owned                                                      3,686            3,262
Other assets                                                                25,112           25,917
                                                                      ------------     ------------
          TOTAL ASSETS                                                $  2,147,451     $  2,183,992
                                                                      ============     ============

          LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
 Noninterest-bearing                                                  $    176,223     $    145,852
 Interest-bearing:
      Certificates of deposit of $100 or more                              190,371          184,604
      Other interest-bearing deposits                                    1,099,763        1,112,665
                                                                      ------------     ------------
                                                                         1,466,457        1,443,121
Short-term borrowings                                                       20,834           75,527
Other borrowings                                                           362,476          362,486
Other liabilities                                                           27,510           34,523
                                                                      ------------     ------------
          TOTAL LIABILITIES                                              1,877,277        1,915,657
                                                                      ------------     ------------

Shareholders' equity
 Common stock, $.125 stated value per share;
   Authorized shares -- 40,000,000
   Issued shares-14,450,966
   Outstanding shares -- 13,491,938 in 2005 and 13,535,770 in 2004           1,806            1,806
 Additional paid-in capital                                                 67,519           67,519
 Retained earnings                                                         217,934          211,623
 Accumulated other comprehensive income                                      5,252            8,357
Treasury shares at cost 959,028 in 2005 and 915,196 in 2004                (22,337)         (20,970)
                                                                      ------------     ------------

          TOTAL SHAREHOLDERS' EQUITY                                       270,174          268,335
                                                                      ------------     ------------

          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  $  2,147,451     $  2,183,992
                                                                      ============     ============
</TABLE>

See accompanying notes.

                                                                               3
<PAGE>

                           FIRST FINANCIAL CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
              (Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       March 31,
                                                                   2005         2004
                                                               -----------  -----------
                                                               (Unaudited)  (Unaudited)
<S>                                                            <C>          <C>
INTEREST INCOME:
  Loans, including related fees                                 $  23,294    $  22,922
  Securities:
   Taxable                                                          3,757        3,909
   Tax-exempt                                                       1,652        1,841
  Other                                                               662          604
                                                                ---------    ---------
   TOTAL INTEREST INCOME                                           29,365       29,276
                                                                ---------    ---------

INTEREST EXPENSE:
Deposits                                                            5,953        6,073
Short-term borrowings                                                 198          224
Other borrowings                                                    4,871        5,046
                                                                ---------    ---------
   TOTAL INTEREST EXPENSE                                          11,022       11,343
                                                                ---------    ---------

   NET INTEREST INCOME                                             18,343       17,933

   Provision for loan losses                                        2,223        1,923
                                                                ---------    ---------

   NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES             16,120       16,010
                                                                ---------    ---------

NON-INTEREST INCOME:
   Trust and financial services                                       975        1,013
   Service charges and fees on deposit accounts                     2,605        2,656
   Other service charges and fees                                   1,617        1,530
   Securities gains                                                     6           13
   Insurance commissions                                            1,339        1,388
   Sales of mortgage loans                                            187          411
   Gain on life insurance benefit                                      --        4,113
   Other                                                            1,003        1,453
                                                                ---------    ---------
TOTAL NON-INTEREST INCOME                                           7,732       12,577
                                                                ---------    ---------

NON-INTEREST EXPENSE:
   Salaries and employee benefits                                   9,264        9,353
   Occupancy expense                                                  989          970
   Equipment expense                                                  918          834
   Other                                                            4,170        4,375
                                                                ---------    ---------
TOTAL NON-INTEREST EXPENSE                                         15,341       15,532
                                                                ---------    ---------

   INCOME BEFORE INCOME TAXES                                       8,511       13,055

Provision for income taxes                                          2,200        2,370
                                                                ---------    ---------
   NET INCOME                                                   $   6,311    $  10,685
                                                                =========    =========

EARNINGS PER SHARE:
   Basic and Diluted                                            $     .48    $     .79
                                                                =========    =========

Weighted average number of shares outstanding (in thousands)       13,221       13,557
                                                                =========    =========
</TABLE>

See accompanying notes.

                                                                               4
<PAGE>

                           FIRST FINANCIAL CORPORATION
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                               Three Months Ended
                            March 31, 2005, and 2004
              (Dollar amounts in thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        Accumulated
                                               Additional                 Other
                                      Common    Paid-in     Retained   Comprehensive    Treasury
                                      Stock     Capital     Earnings   Income/(Loss)      Stock     Total
<S>                                   <C>      <C>          <C>        <C>             <C>          <C>
Balance, January 1, 2004              $1,806    $67,181     $194,294     $11,463        $(19,465)   $255,279

Comprehensive income:
     Net income                                               10,685                                  10,685
     Change in net unrealized
     gains/(losses) on available
     for-sale securities                                                   1,543                       1,543
                                                                                                    --------
        Total comprehensive income                                                                    12,228
     Treasury stock purchase                                                              (1,374)     (1,374)

                                      ------    -------     --------     -------       ---------    --------
Balance, March 31, 2004               $1,806    $67,181     $204,979     $13,006        $(20,839)   $266,133
                                      ======    =======     ========     =======       =========    ========

Balance, January 1, 2005              $1,806    $67,519     $211,623     $ 8,357        $(20,970)   $268,335

Comprehensive income:
     Net income                                                6,311                                   6,311
     Change in net unrealized
     gains/(losses) on available
     for-sale securities                                                  (3,105)                     (3,105)
                                                                                                    --------
        Total comprehensive income                                                                     3,206
      Treasury stock purchase                                                             (1,367)     (1,367)

                                      ------    -------     --------     -------       ---------    --------
Balance, March 31, 2005               $1,806    $67,519     $217,934     $ 5,252       $ (22,337)   $270,174
                                      ======    =======     ========     =======       =========    ========
</TABLE>

See accompanying notes.

                                                                               5
<PAGE>

                           FIRST FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              (Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                            Three Months Ended
                                                                                 March 31,
                                                                           2005           2004
                                                                        ----------     ----------
                                                                               (Unaudited)
<S>                                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income                                                              $    6,311     $   10,685
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Net accretion of discounts on investments                                   (141)          (520)
  Provision for loan losses                                                  2,223          1,923
  Securities gains (losses)                                                     (6)           (13)
  Depreciation and amortization                                                832            734
  Gain on life insurance benefit                                                --         (4,113)
  Other, net                                                                 2,023         (3,792)
                                                                        ----------     ----------
      NET CASH FROM OPERATING ACTIVITIES                                    11,242          4,904
                                                                        ----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES:

Sales of securities available-for-sale                                       1,629         12,636
Maturities and principal reductions on securities available-for-sale        32,141         17,432
Purchases of securities available-for-sale                                 (41,854)       (20,211)
Loans made to customers, net of repayments                                  12,813         (4,970)
Net change in federal funds sold                                             4,250         (7,766)
Proceeds from life insurance benefit                                            --          7,267
Additions to premises and equipment                                           (735)        (1,324)
                                                                        ----------     ----------
      NET CASH FROM INVESTING ACTIVITIES                                     8,244          3,064
                                                                        ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:

Net change in deposits                                                      23,336        (46,852)
Net change in short-term borrowings                                        (54,693)       (16,471)
Dividends paid                                                              (5,414)        (4,889)
Purchase of treasury stock                                                  (1,367)        (1,374)
Proceeds from other borrowings                                                  --          2,005
Repayments on other borrowings                                                 (10)        (4,575)
                                                                        ----------     ----------
     NET CASH FROM FINANCING ACTIVITIES                                    (38,148)       (39,214)
                                                                        ----------     ----------

    NET CHANGE IN CASH AND CASH EQUIVALENTS                                (18,662)       (31,246)
    CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                          94,928         94,198
                                                                        ----------     ----------

    CASH AND CASH EQUIVALENTS, END OF PERIOD                            $   76,266     $   62,952
                                                                        ==========     ==========
</TABLE>

See accompanying notes.

                                                                               6
<PAGE>

                           FIRST FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      The accompanying March 31, 2005 and 2004 consolidated financial statements
are unaudited. The December 31, 2004 consolidated financial statements are as
reported in the First Financial Corporation (the "Corporation") 2004 annual
report. The following notes should be read together with notes to the
consolidated financial statements included in the 2004 annual report filed with
the Securities and Exchange Commission as an exhibit to Form 10-K.

1. The significant accounting policies followed by the Corporation and its
subsidiaries for interim financial reporting are consistent with the accounting
policies followed for annual financial reporting. All adjustments which are, in
the opinion of management, necessary for a fair statement of the results for the
periods reported have been included in the accompanying consolidated financial
statements and are of a normal recurring nature. The Corporation reports
financial information for only one segment, banking.

2. A loan is considered to be impaired when, based upon current information and
events, it is probable that the Corporation will be unable to collect all
amounts due according to the contractual terms of the loan. Impairment is
primarily measured based on the fair value of the loan's collateral. The
following table summarizes impaired loan information:

<TABLE>
<CAPTION>
                                                         (000's)
                                                  March 31,   December 31,
                                                    2005         2004
                                                  ---------   ------------
<S>                                               <C>         <C>
Impaired loans with related allowance for loan
losses calculated under SFAS No. 114............  $  18,130    $  18,822
</TABLE>

      Interest payments on impaired loans are typically applied to principal
unless collection of the principal amount is deemed to be fully assured, in
which case interest is recognized on a cash basis.

3. Securities

      The amortized cost and fair value of the Corporation's investments at
March 31, 2005 and December 31, 2004 are shown below. All securities are
classified as available-for-sale.

<TABLE>
<CAPTION>
                                                       (000's)                         (000's)
                                                   March 31, 2005                 December 31, 2004
                                            Amortized Cost    Fair Value    Amortized Cost    Fair Value
                                            --------------   ------------   --------------   ------------
<S>                                         <C>              <C>            <C>              <C>
United States Government entity
    mortgage-backed securities               $    247,797    $    245,562    $    227,927    $    229,028
Collateralized Mortgage Obligations                15,957          15,926          19,895          19,866
State and Municipal Obligations                   132,207         138,153         137,206         144,294
Corporate Obligations                             102,014         103,101         104,754         106,077
Equity Securities                                   4,312           8,298           4,280           8,725
                                             ------------    ------------    ------------    ------------
                                             $    502,287    $    511,040    $    494,062    $    507,990
                                             ============    ============    ============    ============
</TABLE>

4. Short-Term Borrowings

      Period - end short-term borrowings were comprised of the following:

<TABLE>
<CAPTION>
                                         (000's)
                                  March 31,   December 31,
                                    2005         2004
                                  ---------   ------------
<S>                               <C>         <C>
Federal Funds Purchased           $  14,636    $  69,002
Repurchase Agreements                 5,571        5,597
Note Payable - U.S. Government          627          928
                                  ---------    ---------
                                  $  20,834    $  75,527
                                  =========    =========
</TABLE>

                                                                               7
<PAGE>

5. Other Borrowings

   Other borrowings at period-end are summarized as follows:

<TABLE>
<CAPTION>
                                                                         (000's)
                                                                  March 31,   December 31,
                                                                    2005         2004
                                                                  ---------   ------------
<S>                                                               <C>         <C>
FHLB advances                                                     $ 337,876   $  337,886
Note payable to a financial institution                              18,000       18,000
City of Terre Haute, Indiana economic development revenue bonds       6,600        6,600
                                                                  ---------   ----------
                                                                  $ 362,476   $  362,486
                                                                  =========   ==========
</TABLE>

6. Components of Net Periodic Benefit Cost

<TABLE>
<CAPTION>
                                                          (000's)
                                                                  Post-Retirement
                                          Pension Benefits        Health Benefits
Three Months ended March 31,              2005        2004        2005       2004
                                         -------     -------     -------    -------
<S>                                      <C>         <C>         <C>        <C>
Service cost                             $   701     $   646     $    35    $    21
Interest cost                                622         551          80         61
Expected return on plan assets              (821)       (700)         --         --
Amortization of transition obligation         --          --          15         15
Amortization of prior service cost            14          14          --
Amortization of net (gain) loss               62          62          63         34
                                         -------     -------                -------

Net Periodic Benefit Cost                $   578     $   573     $   193    $   131
                                         =======     =======     =======    =======
</TABLE>

Employer Contributions

      First Financial Corporation previously disclosed in its financial
statements for the year ended December 31, 2004 that it expected to contribute
$1.5 and $1.2 million respectively to its Pension Plan and ESOP and $300,000 to
the Post Retirement Health Benefits Plan in 2005. A contribution to the Pension
Plan of $350,000 for the quarter ended March 31, 2005 was made on April 11,
2005. First Financial Corporation anticipates contributing an additional $1.1
and $1.2 million respectively to its Pension Plan and ESOP in 2005.
Contributions of $75,000 have been made through the first quarter of 2005 for
the Post Retirement Health Benefits plan. First Financial Corporation
anticipates contributing an additional $225,000 to the Post Retirement Health
Benefits plan in 2005.

ITEMS 2. and 3. Management's Discussion and Analysis of Financial Condition and
Results of Operations and Quantitative and Qualitative Disclosures About Market
Risk

      The purpose of this discussion is to point out key factors in the
Corporation's recent performance compared with earlier periods. The discussion
should be read in conjunction with the financial statements beginning on page
three of this report. All figures are for the consolidated entities. It is
presumed the readers of these financial statements and of the following
narrative have previously read the Corporation's annual report for 2004.

      Forward-looking statements contained in the following discussion are based
on estimates and assumptions that are subject to significant business, economic
and competitive uncertainties, many of which are beyond the Corporation's
control and are subject to change. These uncertainties can affect actual results
and could cause actual results to differ materially from those expressed in any
forward-looking statements in this discussion.

                          Summary of Operating Results

      Net income for the three months ended March 31, 2005 was $6.3 million
compared to $10.7 million in the same period in 2004. The three months ended
March 31, 2004 net income included $4.1 million non taxable gain on life
insurance benefit. There was no gain on life insurance benefit in 2005. Basic
earnings per share decreased to $0.48 for the first quarter of 2005 compared to
$0.79 for 2004, a 39.2% decrease.

      The primary components of income and expense affecting net income are
discussed in the following analysis.

                                                                               8
<PAGE>

Net Interest Income

      The Corporation's primary source of earnings is net interest income, which
is the difference between the interest earned on loans and other investments and
the interest paid for deposits and other sources of funds. Net interest income
increased to $18.3 million in the first three months of 2005 from $17.9 million
in the same period in 2004, a 2.3% increase. The net interest margin increased
to 3.92% in 2005 from 3.78% in 2004, a 3.7% increase, driven by a greater
increase in the yield on earning assets than in the average cost of funds.
Interest rate increases in 2005 are a factor in the margin increase.

Non-Interest Income

      The Non-interest income for the quarter was $7.7 million. The gain on life
insurance benefit of $4.1 million that was realized during the first three
months of 2004 was the major difference between these results and the $12.6
million of non-interest income for the same period in 2004. The gain on sale of
mortgage loans was less in the first quarter of 2005 by $224,000 than the same
period of 2004 due to a decrease in the volume of loans being sold. Increased
interest rates in the last half of 2004 caused less fixed rate loans to be made
which leads to fewer loans being sold.

Non-Interest Expenses

      The Corporation reduced the amount of non-interest expense for the quarter
ended March 31, 2005 compared to the same period in 2004 by $191 thousand or
1.2% Expenses related to the sale of loans were less during the first quarter of
2005 for the same reason discussed in non-interest income. The Corporation has
also realized some cost savings through efficiencies gained from the
consolidation of several of its affiliate banks into the lead bank, First
Financial Bank. Cost increases included merit increases in salaries and higher
benefit costs. Income tax expense remained relatively level, despite higher
pre-tax income in the same period in 2004. The gain from life insurance benefits
is non-taxable. The effective tax rate for both periods was 26%, after adjusting
for the gain on life insurance benefits.

Allowance for Loan Losses

      The Corporation's provision for loan losses increased to $2.2 million for
the first three months of 2005 compared to $1.9 million in the same period of
2004. Net charge-offs for the first three months of 2005 were $2.1 million
compared to $1.8 million for the same period in 2004. The allowance for loan
losses has decreased from 1.49% of gross loans, or $21.4 million at March 31,
2004 to 1.38% of gross loans, or $20.1 million at March 31, 2005. Based on
management's analysis of the current portfolio, an evaluation that includes
consideration of historical loss experience and probable incurred losses on
identified problem loans, management believes the allowance is adequate.

Non-performing Loans

      Non-performing loans consist of (A) non-accrual loans on which the
ultimate collectability of the full amount of interest is uncertain, (B) loans
which have been renegotiated to provide for a reduction or deferral of interest
or principal because of a deterioration in the financial position of the
borrower, and (C) loans past due ninety days or more as to principal or
interest. A summary of non-performing loans at March 31, 2005 and December 31,
2004 follows:

<TABLE>
<CAPTION>
                                                   (000's)
                                            March 31,    December 31,
                                              2005           2004
                                            ---------    ------------
<S>                                         <C>          <C>
Non-accrual loans                           $  19,827     $  19,862
Restructured loans                                370           430
                                            ---------     ---------
                                               20,197        20,292
Accruing loans past due over 90 days            6,585         7,813
                                            ---------     ---------
                                            $  26,782     $  28,105
                                            =========     =========

Ratio of the allowance for loan losses
 as a percentage of non-performing loans           75%           71%
</TABLE>

                                                                               9
<PAGE>

The following loan categories comprise significant components of the
nonperforming loans:

<TABLE>
<CAPTION>
                                                     (000's)
                                          March 31, 2005  December 31, 2004
                                          --------------  -----------------
<S>                                       <C>             <C>
Non-Accrual Loans:
      1-4 family residential               $       978      $       608
      Commercial loans                          17,298           17,635
      Installment loans                          1,551            1,619
                                           -----------      -----------
                                           $    19,827      $    19,862
                                           ===========      ===========

Past due 90 days or more:
      1-4 family residential               $     3,633      $     3,723
      Commercial loans                           1,500            2,159
      Installment loans                          1,452            1,931
                                           -----------      -----------
                                           $     6,585      $     7,813
                                           ===========      ===========
</TABLE>

Interest Rate Sensitivity and Liquidity

      First Financial Corporation has established risk measures, limits and
policy guidelines for managing interest rate risk and liquidity. Responsibility
for management of these functions resides with the Asset Liability Committee.
The primary goal of the Asset Liability Committee is to maximize net interest
income within the interest rate risk limits approved by the Board of Directors.

Interest Rate Risk

      Management considers interest rate risk to be the Corporation's most
significant market risk. Interest rate risk is the exposure to changes in net
interest income as a result of changes in interest rates. Consistency in the
Corporation's net interest income is largely dependent on the effective
management of this risk.

      The Asset Liability position is measured using sophisticated risk
management tools, including earning simulation and market value of equity
sensitivity analysis. These tools allow management to quantify and monitor both
short-term and long-term exposure to interest rate risk. Simulation modeling
measures the effects of changes in interest rates, changes in the shape of the
yield curve and the effects of embedded options on net interest income. This
measure projects earnings in the various environments over the next three years.
It is important to note that measures of interest rate risk have limitations and
are dependent on various assumptions. These assumptions are inherently uncertain
and, as a result, the model cannot precisely predict the impact of interest rate
fluctuations on net interest income. Actual results will differ from simulated
results due to timing, frequency and amount of interest rate changes as well as
overall market conditions. The Committee has performed a thorough analysis of
these assumptions and believes them to be valid and theoretically sound. These
assumptions are continuously monitored for behavioral changes.

      The Corporation from time to time utilizes derivatives to manage interest
rate risk. Management continuously evaluates the merits of such interest rate
risk products but does not anticipate the use of such products to become a major
part of the Corporation's risk management strategy.

      The table below shows the Corporation's estimated sensitivity profile as
of March 31, 2005. The change in interest rates assumes a parallel shift in
interest rates of 100 and 200 basis points. Given a 100 basis point increase in
rates, net interest income would increase 4.05% over the next 12 months and
increase 7.53% over the following 12 months. Given a 100 basis point decrease in
rates, net interest income would decrease 2.49% over the next 12 months and
decrease 5.90% over the following 12 months. These estimates assume all rate
changes occur overnight and management takes no action as a result of this
change.

<TABLE>
<CAPTION>
                       Percentage Change in Net Interest Income
Basis Point            ----------------------------------------
Interest Rate Change    12 months    24 months      36 months
- --------------------   ----------    ---------     ------------
<S>                    <C>           <C>           <C>
Down 200                 -6.96        -13.87        -18.97
Down 100                 -2.49         -5.90         -8.56
Up 100                    4.05          7.53         10.97
Up 200                    4.65         10.89         16.52
</TABLE>

      Typical rate shock analysis does not reflect management's ability to react
and thereby reduce the effect of rate changes, and represents a worst-case
scenario.

                                                                              10
<PAGE>

Liquidity Risk

      Liquidity is measured by each bank's ability to raise funds to meet the
obligations of its customers, including deposit withdrawals and credit needs.
This is accomplished primarily by maintaining sufficient liquid assets in the
form of investment securities and core deposits. The Corporation has $32.7
million of investments that mature throughout the coming 12 months. The
Corporation also anticipates $82.7 million of principal payments from
mortgage-backed securities. Given the current rate environment, the Corporation
anticipates $16.2 million in securities to be called within the next 12 months.
With these sources of funds, the Corporation currently anticipates adequate
liquidity to meet the expected obligations of its customers.

Financial Condition

      Comparing the first quarter of 2005 to the same period in 2004, average
loans were up $16.9 million. Average deposits were up $5.1 million. The
investment portfolio decreased by an average of $64.6 million. Reductions in the
average cash and due from banks balances of $3.3 million combined with the
reduction of investments also allowed the Corporation to reduce borrowings $60.0
million. Average shareholders' equity increased $11.3 million, or 4.3%. This
financial performance increased book value per share 1.8% to $20.02 at March 31,
2005 from $19.67 at March 31, 2004. Book value per share is calculated by
dividing the total shareholders' equity by the number of shares outstanding.

Capital Adequacy

      As of March 31, 2005, the most recent notification from the respective
regulatory agencies categorized the Corporation and subsidiary banks as well
capitalized under the regulatory framework for prompt corrective action. To be
categorized as well capitalized the Corporation must maintain minimum total
risk-based, Tier I risk-based and Tier I leverage ratios as forth in the table.
There are no conditions or events since that notification that management
believes have changed the Corporation's category.

<TABLE>
<CAPTION>
                                                                        To Be Well
                                  March 31, 2005  December 31, 2004     Capitalized
                                  --------------  -----------------    -------------
<S>                               <C>             <C>                  <C>
Total risk-based capital ratio         17.13%          16.55%            > or =10.0%
Tier I risk-based capital ratio        15.88%          15.32%            > or = 6.0%
Tier I leverage capital ratio          11.87%          11.42%            > or = 5.0%
</TABLE>

ITEM 4.  Controls and Procedures

      First Financial Corporation's management is responsible for establishing
and maintaining effective disclosure controls and procedures, as defined under
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of
March 31, 2005, an evaluation was performed under the supervision and with the
participation of management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Corporation's disclosure controls and procedures. Based on that evaluation,
management concluded that disclosure controls and procedures as of March 31,
2005 were effective in ensuring material information required to be disclosed in
this Quarterly Report on Form 10-Q was recorded, processed, summarized, and
reported on a timely basis. Additionally, there were no changes in the
Corporation's internal control over financial reporting that occurred during the
quarter ended March 31, 2005 that have materially affected, or are reasonably
likely to materially affect, the Corporation's internal control over financial
reporting.

                                                                              11
<PAGE>

                           PART II - Other Information

Item 2. Changes in Securities and Use of Proceeds.

            (e) Purchases of Equity Securities

         The Corporation periodically acquires shares of its common stock
directly from shareholders in individually negotiated transactions. The
Corporation has not adopted a formal policy or adopted a formal program for
repurchases of shares of its common stock. Following is certain information
regarding shares of common stock purchased by the Corporation during the quarter
covered by this report.

<TABLE>
<CAPTION>
                                                                       (c)
                                                                 Total Number Of
                                                               Shares Purchased As          (d)
                                 (a)               (b)          Part Of Publicly       Maximum Number
                           Total Number Of    Average Price    Announced Plans Or    Of Shares That May
                           Shares Purchased   Paid Per Share       Programs *        Yet Be Purchased *
                           ----------------   --------------   -------------------   ------------------
<S>                        <C>                <C>              <C>                   <C>
January 1 - 31, 2005                0               N/A               N/A                   N/A
February 1 - 28, 2005          24,832             31.54               N/A                   N/A
March 1 - 31, 2005             19,000             30.76               N/A                   N/A
Total                          43,832             31.20               N/A                   N/A
</TABLE>

      * The Corporation has not adopted a formal policy or program regarding
repurchases of its shares of stock.

ITEM 5. Other Information.

      On March 8, 2005 First Financial Bank, the wholly-owned subsidiary of
First Financial Corporation, extended the term of the Employment Agreement with
Norman L. Lowery, its President and Chief Executive Officer, effective January
1, 2005. The Employment Agreement is a five-year agreement which may be extended
each year by the Board of Directors for an additional one-year term. Under the
Employment Agreement, Mr. Lowery receives an annual salary equal to his current
salary, which is $417,219 for 2005, subject to increases approved by the Board
of Directors, and is entitled to participate in other bonus and fringe benefit
plans available to the Corporation's and FFB's employees. A copy of the
agreement is attached hereto as Exhibit 10.1.

      If Mr. Lowery is terminated for other than "just cause" or is
"constructively discharged," and such termination does not occur within 12
months after a "change in control" (as such terms are defined in the Employment
Agreement), he would receive an amount equal to the sum of his base salary
through the end of the then-current term of the Employment Agreement. He also
would be entitled to elect to receive, at his sole discretion, either (i) cash
in an amount equal to his cost of obtaining all benefits which he would have
been eligible to participate in or receive through the term of the Employment
Agreement, or (ii) continued participation under such benefit plans through the
term of the Employment Agreement, if he continued to qualify for participation
in such benefit plans.

      If Mr. Lowery is terminated for other than just cause or is constructively
discharged, and this occurs within 12 months following a change in control, he
would be entitled to an amount equal to or the greater of the compensation and
benefits described above if the termination did not occur within 12 months
following a change in control; or, the product of 2.99 times the sum of his base
salary in effect as of the date of the change in control and an amount equal to
the bonuses received by or payable to him in or for the calendar year prior to
the year in which the change in control occurs; and, at his sole discretion,
either cash in an amount equal to his cost of obtaining for a period of three
years, beginning on the date of termination, all benefits which he was eligible
to participate in or receive, or continued participation under such benefit
plans for a period of three years, beginning on the date of termination, if he
continued to qualify for participation in such benefit plan.

                                                                              12
<PAGE>

ITEM 6. Exhibits.

<TABLE>
<CAPTION>
Exhibit No:    Description of Exhibit:
- -----------    -----------------------
<S>            <C>
    3.1        Amended and Restated Articles of Incorporation of First Financial
               Corporation, incorporated by reference to the Corporation's Form
               10-Q filed for the quarter ended September 30, 2004.

    3.2        Code of By-Laws of First Financial Corporation, incorporated by
               reference to the Corporation's Form 10-Q filed for the quarter
               ended September 30, 2004.

   10.1        Employment Agreement for Norman L. Lowery, dated January 1, 2005.

   10.2        2001 Long-Term Incentive Plan of First Financial Corporation,
               incorporated by reference to the Corporation's Form 10-Q filed
               for the quarter ended September 30, 2004.

   10.3        2005 Schedule of Director Compensation, incorporated by reference
               to the Corporation Form 10-K filed for the fiscal year ended
               December 31, 2004.

   10.4        2005 Schedule of Named Executive Officer Compensation,
               incorporated by reference to the Corporation Form 10-K filed for
               the fiscal year ended December 31, 2004.

   31.1        Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form
               10-Q for the quarter ended March 31, 2005 by Principal Executive
               Officer, dated May 10, 2005.

   31.2        Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form
               10-Q for the quarter ended March 31, 2005 by Principal Financial
               Officer, dated May 10, 2005.

   32.1        Certification, dated May 10, 2005, of Principal Executive Officer
               and Principal Financial Officer pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2004 on Form 10-Q for the quarter ended
               March 31, 2005.
</TABLE>

                                                                              13
<PAGE>

                                   SIGNATURES

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

                                            FIRST FINANCIAL CORPORATION
                                            ---------------------------
                                                   (Registrant)

Date: May 10, 2005                          By /s/ Donald E. Smith
                                               ---------------------------------
                                            Donald E. Smith, Chairman

Date: May 10, 2005                          By /s/ Norman L. Lowery
                                               ---------------------------------
                                            Norman L. Lowery, Vice Chairman

Date: May 10, 2005                          By /s/ Michael A. Carty
                                               ---------------------------------
                                            Michael A. Carty, Treasurer

                                                                              14
<PAGE>

                                  Exhibit Index

<TABLE>
<CAPTION>
Exhibit No:    Description of Exhibit:
- -----------    -----------------------
<S>            <C>
    3.1        Amended and Restated Articles of Incorporation of First Financial
               Corporation, incorporated by reference to the Corporation's Form
               10-Q filed for the quarter ended September 30, 2004.

    3.2        Code of By-Laws of First Financial Corporation, incorporated by
               reference to the Corporation's Form 10-Q filed for the quarter
               ended September 30, 2004.

   10.1        Employment Agreement for Norman L. Lowery, dated January 1, 2005.

   10.2        2001 Long-Term Incentive Plan of First Financial Corporation,
               incorporated by reference to the Corporation's Form 10-Q filed
               for the quarter ended September 30, 2004.

   10.3        2005 Schedule of Director Compensation, incorporated by reference
               to the Corporation Form 10-K filed for the fiscal year ended
               December 31, 2004.

   10.4        2005 Schedule of Named Executive Officer Compensation,
               incorporated by reference to the Corporation Form 10-K filed for
               the fiscal year ended December 31, 2004.

   31.1        Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form
               10-Q for the quarter ended March 31, 2005 by Principal Executive
               Officer, dated May 10, 2005.

   31.2        Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form
               10-Q for the quarter ended March 31, 2005 by Principal Financial
               Officer, dated May 10, 2005.

   32.1        Certification, dated May 10, 2005, of Principal Executive Officer
               and Principal Financial Officer pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2004 on Form 10-Q for the quarter ended
               March 31, 2005.
</TABLE>

                                                                              15
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>c95165exv10w1.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (the "Agreement"), entered into and effective as
of the 1st day of January, 2005 (the "Effective Date"), by and between First
Financial Bank (the "Bank") and Norman L. Lowery (the "Employee").

      WHEREAS, the Employee has heretofore been employed by the Bank as its
President and Chief Executive Officer and has performed valuable services for
the Bank; and

      WHEREAS, the Board of Directors of the Bank (the "Board") believes it is
in the best interest of the Bank to enter into this Agreement with the Employee
in order to assure continuity of management of the Bank to reinforce and
encourage the continued attention and dedication of the Employee to his assigned
duties; and

      WHEREAS, the parties desire by this writing to set forth the continuing
employment relationship between the Bank and the Employee.

      NOW, THEREFORE, in consideration of the premises contained herein and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Employee and the Bank agree as follows:

      1. Employment. The Employee is employed as the President and Chief
Executive Officer of the Bank. The Employee shall render such administrative and
management services for the Bank as are currently rendered and as are currently
performed by persons situated in a similar executive capacity. The Employee
shall also promote, by entertainment or otherwise, as and to the extent
permitted by law, the business of the Bank. The Employee's other duties shall be
such as the Board may, from time to time, reasonably direct, including normal
duties as an officer of the Bank. During the term of this Agreement, the
Employee shall be nominated and elected to serve as a Director of the Bank or of
any successor to the Bank.

      2. Base Compensation. The Bank agrees to pay the Employee during the term
of this Agreement a base salary at the rate of $417,218 per annum, payable in
cash not less frequently than monthly. Such base salary shall be effective and
calculated commencing as of the Effective Date. The Bank may consider and
declare from time to time increases in the base salary it pays the Employee.
Prior to a Change in Control (as hereinafter defined), the Bank may also declare
decreases in the base salary it pays the Employee if the operating results of
the Bank are significantly less favorable than those for the fiscal year ending
December 31, 2001, and the Bank makes similar decreases in the base salary it
pays to other executive officers of the Bank. After a Change in Control, the
Bank shall consider and declare salary increases in base salary based upon the
following standards:

      Inflation;

      Adjustments to the base salaries of other senior management personnel;

      Past performance of the Employee; and

      The contribution which the Employee makes to the business and profits of
the Bank during the term of this Agreement.

      3. Bonuses. The Employee shall participate in any year end bonus granted
to other employees by the Board. The Employee shall further participate in an
equitable manner with all other senior management employees of the Bank in any
discretionary bonuses that the Board may award from time to time to the Bank's
senior management employees. No other compensation provided for in this
Agreement shall be deemed a substitute for the Employee's right to participate
in such discretionary bonuses.

      4. Benefits.

            (a) Participation in Retirement, Medical and Other Benefit Plans.
      During the term of this Agreement, the Employee shall be eligible to
      participate in the following benefit plans; group

                                                                              16
<PAGE>

      hospitalization, disability, health, dental, sick leave, retirement,
      supplemental retirement, pension, 401(k), employee stock ownership plan,
      and all other present or future qualified and/or nonqualified plans
      provided by the Bank generally, or to executive officers of the Bank,
      which benefits, taken as a whole, must be at least as favorable as those
      in effect on the Effective Date, unless the continued operation of such
      plans or changes in the accounting, legal or tax treatment of such plans
      would adversely affect the Bank's operating results or financial condition
      in a material way, and the Board concludes that modifications to such
      plans are necessary to avoid such adverse effects and such modifications
      apply consistently to all employees of the Bank participating in the
      affected plans. In addition, the Employee shall be eligible to participate
      in any fringe benefits which are or may become available to the Bank's
      senior management employees, including, for example, any stock option or
      incentive compensation (including, but not limited to the First Financial
      Corporation 2001 Long-Term Incentive Plan ("LTIP")) or performance-based
      plans, any insurance programs (including, but not limited to, any group
      and executive life insurance programs), and any other benefits which are
      commensurate with the responsibilities and functions to be performed by
      the Employee under this Agreement. All the employee benefits referenced in
      this Section 4(a) are collectively referred to hereinafter as "Employee
      Benefits."

            (b) Benefits After Retirement. Upon retirement of the Employee
      during the term of this Agreement, the Bank agrees to continue, at no
      greater cost to Employee than is generally allocated to all employees,
      full coverage for the Employee, his spouse and his children living in his
      household under the health, life and disability plans as adopted by the
      Bank which shall be no less favorable than those in effect on the
      Effective Date of this Agreement. The Bank agrees to continue such health
      coverage until both the Employee and his spouse are eligible for coverage
      by Medicare. When both the Employee and his spouse become eligible for
      Medicare coverage, the Bank agrees to pay for supplemental coverage for
      both the Employee and his spouse until the death of the Employee and his
      spouse. The Employee shall be entitled to a life insurance policy on his
      life in the maximum amount established by the group life insurance plan
      from time to time which amount shall be no less than the limit on the
      Effective Date of three times his annual salary (subject to a $350,000
      maximum), provided at the Bank's cost. The Employee shall also be entitled
      to a life insurance policy on his life in the amount established by the
      Bank's insurance program for executive officers from time to time. The
      Bank shall continue to pay to the Employee the annual premiums, which are
      required to keep the life insurance policy in force, on behalf of the
      Employee pursuant to the Bank's insurance program for executive officers.

            (c) Expenses and Membership. The Employee shall be reimbursed for
      all reasonable out-of-pocket business expenses which he shall incur in
      connection with his services under this Agreement, upon substantiation of
      such expenses in accordance with the policies of the Bank. In addition,
      the Employee shall be reimbursed for all reasonable out-of-pocket expenses
      incurred by him to satisfy his continuing legal education requirements for
      his license to practice law in the State of Indiana. So long as the
      Employee is employed by the Bank pursuant to this Agreement, the Employee
      shall be entitled to continue his memberships in the American, Indiana and
      Terre Haute Bar Associations, the American and Indiana Trial Lawyers
      Associations and the Country Club of Terre Haute, and Bank shall continue
      to pay or reimburse the Employee for the dues and assessments for such
      memberships.

            (d) Automobile. So long as the Employee is employed by the Bank
      pursuant to this Agreement, the Employee shall be entitled to continue to
      use a Bank-owned automobile of commensurate quality and value as that
      presently used by him on the same terms and conditions in effect with
      respect to such use on the Effective Date of this Agreement. The Bank
      shall provide and pay the premiums for full insurance coverage on the
      automobile. Such insurance coverage shall be no less than the coverage
      provided on the Effective Date of this Agreement. The Bank shall also pay
      for the cost of maintenance and repair of the automobile. All benefits
      referenced in this Section 4(d) are collectively referred to hereinafter
      as "Automobile Benefits."

            (e) Vacation, Sick Leave and Disability. The Employee shall be
      entitled to thirty (30) days vacation annually and shall be entitled to
      the same sick leave and disability leave as other employees of the Bank.

            The Employee shall not receive any additional compensation from the
      Bank on account of his failure to take a vacation or sick leave, and the
      Employee shall not accumulate unused vacation or sick leave from one
      fiscal year to the next, except in either case to the extent authorized by
      the Board or permitted for other employees of the Bank.

                                                                              17
<PAGE>

            In addition to the aforesaid paid vacations, the Employee shall be
      entitled, without loss of pay, to absent himself voluntarily from the
      performance of his employment with the Bank for such additional periods of
      time and for such valid and legitimate reasons as the Board may in its
      discretion determine and to attend the continuing legal education seminars
      contemplated by Section 4(c) hereof. Further, the Board may grant to the
      Employee a leave or leaves of absence, with or without pay, at such time
      or times and upon such terms and conditions as such Board in its
      discretion may determine.

            (f) Other Policies. All other matters relating to the employment of
      the Employee by the Bank not specifically addressed in this Agreement
      shall be subject to the general policies regarding employees of the Bank
      as in effect from time to time.

      5. Term of Employment. The Bank hereby employs the Employee, and the
Employee hereby accepts such employment under the terms of this Agreement, for
the period commencing on the Effective Date and ending sixty months thereafter
(or such earlier date as is determined in accordance with Section 8).
Additionally, on each annual anniversary date from the Effective Date, the
Employee's term of employment shall be extended for an additional one-year
period beyond the then effective expiration date, provided the Board determines
in a duly adopted resolution that this Agreement shall be extended. Only those
members of the Board who have no personal interest in this Agreement shall
discuss and vote on the approval, subsequent review and extension of this
Agreement. The initial term of this Agreement and all extensions thereof are
hereinafter referred to individually and collectively as the "Term."

      6. Covenants.

            (a) Loyalty.

                  (i) During the period of his employment hereunder and except
            for illnesses, reasonable vacation periods, and reasonable leaves of
            absence, the Employee shall devote all of his full business time,
            attention, skill and efforts to the faithful performance of his
            duties hereunder; provided, however, from time to time, the Employee
            may serve on the Boards of Directors of, and hold any other offices
            or positions in, companies or organizations, and may perform legal
            services either directly or as a result of an of counsel or
            analogous position with a law firm for clients which will not
            present any conflict of interest with the Bank or any of its
            subsidiaries or affiliates, or unfavorably affect the performance of
            Employee's duties pursuant to this Agreement, or will not violate
            any applicable statute or regulation. "Full business time" is hereby
            defined as that amount of time usually devoted to like companies by
            similarly situated executive officers. During the term of his
            employment under this Agreement, the Employee shall not engage in
            any business or activity contrary to the business affairs or
            interests of the Bank, or be gainfully employed in any other
            position or job other than as provided above.

                  (ii) Nothing contained in this Section 6 shall be deemed to
            prevent or limit the Employee's right to invest in the capital stock
            or other securities of any business dissimilar from that of the
            Bank, or, solely as a passive or minority investor, in any business.

            (b) Nonsolicitation. The Employee hereby understands and
      acknowledges that, by virtue of his position with the Bank, he will have
      advantageous familiarity and personal contacts with the Bank's customers,
      wherever located, and the business, operations and affairs of the Bank.
      Accordingly, while the Employee is employed by the Bank, and at all
      locations for a period of one (1) year after termination of the Employee's
      employment with the Bank for any reason (whether with or without cause or
      whether by the Bank or the Employee) or the expiration of the Term, the
      Employee shall not, directly or indirectly, or individually or jointly,
      (i) solicit in any manner, seek to obtain or service the business of any
      party which is a customer of the Bank at the time of such termination or
      any party which was a customer of the Bank during the one (1) year period
      immediately preceding such termination, (ii) request or advise any
      customers or suppliers of the Bank to terminate, reduce, limit or change
      their business or relationship with the Bank, or (iii) induce, request or
      attempt to influence any employee of the Bank to terminate his employment
      with the Bank.

                                                                              18
<PAGE>

            For purposes of this Agreement, the term "solicit" means any direct
      or indirect communication of any kind whatsoever, regardless of by whom
      initiated, which encourages or requests any person or entity, in any
      manner, to cease doing business with the Bank.

            (c) Noncompetition. During the period of his employment hereunder,
      and for a period of two (2) years following the termination hereof, the
      Employee shall not, directly or indirectly:

            (i)   as owner, officer, director, stockholder, investor,
                  proprietor, organizer or otherwise, engage in the same trade
                  or business as the Bank, as conducted on the date hereof,
                  which would conflict with the interests of the Bank or in a
                  trade or business competitive with that of the Bank, which
                  would conflict with the interests of the Bank, as conducted on
                  the date hereof; or

            (ii)  offer or provide employment (whether such employment is with
                  the Employee or any other business or enterprise), either on a
                  full-time or part-time or consulting basis, to any person who
                  then currently is, or who within one (1) year prior to such
                  offer or provision of employment has been, a management-level
                  employee of the Bank. This subsection 6(c)(ii) shall only
                  apply in the event the Employee voluntarily terminates his
                  employment with the Bank.

            The restrictions contained in this paragraph upon the activities of
      the Employee following termination of employment shall be limited to the
      following geographic areas (hereinafter referred to as "Restricted
      Geographical Area"):

            (1)   Terre Haute, Indiana; and

            (2)   The thirty mile radius of Terre Haute, Indiana.

            Nothing contained in this Section 6(c) shall prevent the Employee
      from engaging in the practice of law within the Restricted Geographical
      Area. In addition, nothing contained in this Section 6(c) shall prevent or
      limit the Employee's right to invest in the capital stock or other
      securities of any business dissimilar from that of the Bank, or, solely as
      a passive or minority investor, in any business.

            If the Employee does not comply with the provisions of this Section
      6, the two (2) year period of non-competition provided herein shall be
      tolled and deemed not to run during any period(s) of noncompliance, the
      intention of the parties being to provide two (2) full years of
      non-competition by the Employee after the termination or expiration of
      this Agreement.

            (d) Nondisclosure. The term "Confidential Information" as used
      herein shall mean any and all customer lists, computer hardware, software
      and related material, trade secrets (as defined in I.C. 24-2-3-2),
      know-how, skills, knowledge, ideas, knowledge of customer's commercial
      requirements, pricing methods, sales and marketing techniques, dealer
      relationships and agreements, financial information, intellectual
      property, codes, research, development, research and development programs,
      processes, documentation, or devices used in or pertaining to the Bank's
      business (i) which relate in any way to the Bank's business, products or
      processes; or (ii) which are discovered, conceived, developed or reduced
      to practice by the Employee, either alone or with others either during the
      Term, at the Bank's expense, or on the Bank's premises.

                  (i) During the course of his services hereunder the Employee
            may become knowledgeable about, or become in possession of,
            Confidential Information. If such Confidential Information were to
            be divulged or become known to any competitor of the Bank or to any
            other person outside the employ of the Bank, or if the Employee were
            to consent to be employed by any competitor of the Bank or to engage
            in competition with the Bank, the Bank would be irreparably harmed.
            In addition, the Employee has or may develop relationships with the
            Bank's customers which could be used to solicit the business of such
            customers away from the Bank. The Bank and the Employee have entered
            into this Agreement to guard against such potential harm.

                                                                              19
<PAGE>

                  (ii) The Employee shall not, directly or indirectly, use any
            Confidential Information for any purpose other than the benefit of
            the Bank or communicate, deliver, exhibit or provide any
            Confidential Information to any person, firm, partnership,
            corporation, organization or entity, except as required in the
            normal course of the Employee's service as a consultant or as an
            employee of the Bank. The covenant contained in this Section 6(d)
            shall be binding upon the Employee during the Term and following the
            termination hereof until either (i) such Confidential Information
            becomes obsolete; or (ii) such Confidential Information becomes
            generally known in the Bank's trade or industry by means other than
            a breach of this covenant.

                  (iii) The Employee agrees that all Confidential Information
            and all records, documents and materials relating to such
            Confidential Information, shall be and remain the sole and exclusive
            property of the Bank.

            (e) Remedies. The Employee agrees that the Bank will suffer
      irreparable damage and injury and will not have an adequate remedy at law
      in the event of any breach by the Employee of any provision of this
      Section 6. Accordingly, in the event the Bank seeks, under law or in
      equity, a temporary restraining order, permanent injunction or a decree of
      specific performance of the provisions of this Section 6, no bond or other
      security shall be required. The Bank shall be entitled to recover from the
      Employee, reasonable attorneys' fees and expenses incurred in any action
      wherein the Bank successfully enforces the provisions of this Section 6
      against the breach or threatened breach of those provisions by the
      Employee.

                  (i) The Employee and the Bank acknowledge and agree that in
            the event of termination of this Agreement for any reason
            whatsoever, the Employee can obtain other engagements or employment
            of a kind and nature similar to that contemplated herein outside the
            Restricted Geographical Area and that the issuance of an injunction
            to enforce the provisions of this Section 6 will not prevent him
            from earning a livelihood.

                  (ii) The covenants on the part of the Employee contained in
            this Section 6 are essential terms and conditions to the Bank
            entering into this Agreement, and shall be construed as independent
            of any other provision in this Agreement.

            (f) Surrender of Records. Upon termination of the Employee's
      employment for any reason, the Employee shall immediately surrender to the
      Bank any and all computer hardware, software and related materials,
      records, notes, documents, forms, manuals, photographs, instructions,
      lists, drawings, blueprints, programs, diagrams or other written or
      printed material (including any and all copies made at any time
      whatsoever) in his possession or control which pertain to the business of
      the Bank or its affiliates including any Confidential Information in the
      Employee's personal notes, address books, calendars, rolodexes, personal
      data assistants, etc.

      7. Standards. The Employee shall perform his duties under this Agreement
in accordance with such reasonable standards as the Board may establish from
time to time. The Bank will provide the Employee with the working facilities and
staff commensurate with his position or positions and necessary or advisable for
him to perform his duties.

      8. Termination and Termination Pay. Subject to Section 10 hereof, the
Employee's employment hereunder may be terminated under the following
circumstances:

            (a) Death. The Employee's employment shall terminate upon his death
      during the Term of this Agreement, in which event the Employee's estate or
      designated beneficiaries shall be entitled to receive the base salary,
      bonuses, vested rights, and Employee Benefits due the Employee through the
      last day of the calendar month in which his death occurred. Any benefits
      payable under insurance, health, retirement, bonus, incentive (including,
      but not limited to, the LTIP), performance or other plans as a result of
      the Employee's participation in such plans through such date shall be paid
      when due under those plans.

                                                                              20
<PAGE>

            (b) Disability.

                  (i) The Bank may terminate the Employee's employment, as a
            result of the Employee's Disability, in a manner consistent with the
            Bank's and the Employee's rights and obligations under the Americans
            with Disabilities Act or other applicable state and federal laws
            concerning disability. For the purpose of this Agreement,
            "Disability" means a physical or mental condition which
            substantially limits the Employee's ability to perform the essential
            functions of his position and which results in the Employee becoming
            eligible for long-term disability benefits under the Bank's
            long-term disability plan.

                  (ii) During any period that the Employee shall receive
            disability benefits and to the extent that the Employee shall be
            physically and mentally able to do so, he shall furnish such
            information, assistance and documents so as to assist in the
            continued ongoing business of the Bank.

                  (iii) In the event of Employee's termination of employment by
            the Bank due to Disability, the Employee shall be entitled to
            receive the base salary, bonuses, vested rights, and Employee
            Benefits due the Employee through his date of termination. Any
            benefits payable under insurance, health, retirement, bonus,
            incentive (including, but not limited to, the LTIP), performance or
            other plans as a result of Employee's participation in such plans
            through such date of termination shall be paid when due under those
            plans.

            (c) Just Cause. The Board may, by written notice to the Employee,
      immediately terminate his employment at any time, for Just Cause. The
      Employee shall have no right to receive any base salary, bonuses or other
      Employee Benefits, except as provided by law, whatsoever for any period
      after his termination for Just Cause. However, the vested rights of the
      Employee as of his date of termination shall not be affected. Termination
      for "Just Cause" shall mean termination because of:

               An intentional act of fraud, embezzlement, theft, or personal
               dishonesty; willful misconduct, or breach of fiduciary duty
               involving personal profit by the Employee in the course of his
               employment or director service. No act or failure to act shall be
               deemed to have been intentional or willful if it was due
               primarily to an error in judgment or negligence. An act or
               failure to act shall be considered intentional or willful if it
               is not in good faith and if it is without a reasonable belief
               that the action or failure to act is in the best interest of the
               Bank;

               (ii) Intentional wrongful damage by the Employee to the business
               or property of the Bank, causing material harm to the Bank;

               (iii) Breach by the Employee of any confidentiality or
               non-disclosure agreement in effect from time to time with the
               Bank;

               (iv) Gross negligence or insubordination by the Employee in the
               performance of his duties;

                  (v) Removal or permanent prohibition of the Employee from
            participating in the conduct of Bank's affairs by an order issued
            under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance
            Act, 12USC1818(e)(4) and (g)(1).

            Notwithstanding the foregoing, in the event of termination for Just
      Cause there shall be delivered to the Employee a copy of a resolution duly
      adopted by the affirmative vote of not less than a majority of the entire
      membership of the Board at a meeting of the Board called and held for that
      purpose (after reasonable notice to the Employee and an opportunity for
      the Employee, together with the Employee's counsel, to be heard before the
      Board), such meeting and the opportunity to be heard to be held prior to,
      or as soon as reasonably practicable following, termination, but in no
      event later than 60 days following such termination, finding that in the
      good faith opinion of the Board the Employee was guilty of conduct
      constituting Just Cause and specifying the particulars thereof in detail.
      If, following such meeting, the Employee is reinstated, he shall be
      entitled to receive the base salary, bonuses, all Employee Benefits, and
      all other fringe benefits provided for under this Agreement for the period
      following termination and continuing through reinstatement as though he
      was never terminated.

                                                                              21
<PAGE>

      (d) Without Just Cause. The Board may, by written notice to the Employee,
immediately terminate his employment at any time for a reason other than Just
Cause, in which event the Employee shall be entitled to receive the following
compensation and benefits (unless such termination occurs within the time period
set forth in Section 10(a) hereof, in which event the benefits and compensation
provided for in Section 10 shall apply):

            (i)   the base salary provided pursuant to Section 2 hereof as in
                  effect on the date of termination, through the Expiration Date
                  of this Agreement as determined pursuant to Section 5 hereof
                  (including any renewal or extension of this Agreement) (the
                  "Expiration Date");

            (ii)  an amount equal to the bonuses received by or payable to the
                  Employee in the calendar year prior to the calendar year in
                  which the Employee is terminated, for each year remaining
                  through the Expiration Date; and

            (iii) at the Employee's election, either:

                  (A) cash in an amount equal to the cost to the Employee of
            obtaining all Employee Benefits (as defined in Section 4(a)) and
            health insurance coverage for the Employee, his spouse and child
            living in the Employee's household and medicare supplement
            insurance, and life insurance (as described in Section 4(b)),
            professional and club dues, the cost of Employee's continuing legal
            education requirements, all Automobile Benefits (as defined in
            Section 4(d)) and other benefits which the Employee would have been
            eligible to participate in or receive through the Expiration Date,
            based upon the benefit levels substantially equal to those that the
            Bank provided for the Employee at the date of termination of
            employment; or

                  (B) continued participation in such benefit plans and programs
            listed in subparagraph A above, which the Employee would have been
            eligible to participate in or receive through the Expiration Date,
            based upon benefit levels substantially equal to those that the Bank
            provided for the Employee at the date of termination, but only to
            the extent the Employee continues to qualify for participation
            therein. In elaboration of, but not in limitation of, the foregoing,
            the Employee shall be entitled to receive, in cash, an amount equal
            to the cost to the Employee of obtaining any benefits he would
            otherwise have been eligible to receive under the Bank's benefit
            plans or programs listed in subparagraph A above had he continued to
            accrue service (for vesting and benefit accrual purposes) and
            compensation under those plans through the Expiration Date, if he is
            not permitted to continue to participate in those plans through the
            Expiration Date. The Employee shall also be entitled to receive an
            amount necessary to provide any cash payments received under this
            Section 8(d)(iii)(B) due to his inability to continue participation
            in any of the benefit plans or programs under this Section
            8(d)(iii)(B), net of all income and payroll taxes that would not
            have been payable by the Employee had he been able to continue
            participation in the benefit plan or program instead of receiving
            cash in lieu thereof.

            Notwithstanding the foregoing, but only to the extent required under
      federal banking law, the amount payable under Subsection (d) of this
      Section 8 shall be reduced to the extent that on the date of the
      Employee's termination of employment, the present value of the benefits
      payable under Subsections (d)(i),(ii), and (iii) of this Section 8 exceed
      any limitation on severance benefits that is imposed by the Office of the
      Comptroller of the Currency (the "OCC") on such benefits.

            All amounts payable to the Employee shall be paid, at the option of
      the Employee, either (1) in periodic payments through the Expiration Date,
      or (2) in one lump sum within ten (10) days of such termination. If
      Employee elects periodic payments and he dies prior to the Expiration
      Date, those payments will continue to be paid to his estate or designated
      beneficiaries, or their successors in interest, through the Expiration
      Date.

      (e) Voluntary for Good Reason. The Employee may voluntarily terminate his
employment under this Agreement for Good Reason, and the Employee shall
thereupon be entitled to receive the same amount payable under Section 8(d)
hereof, within thirty (30) days following his date of termination. For purposes
of this Agreement, "Good Reason" means the occurrence of any of the following
events, which has not been consented to in advance by

                                                                              22
<PAGE>

the Employee in writing (unless such voluntary termination occurs within the
time period set forth in Section 10(b) hereof, in which event the benefits and
compensation provided for in Section 10 shall apply):

            (i) the requirement that the Employee move his personal residence;

            (ii) a reduction of 10% or more in the Employee's base salary,
      unless part of an institution-wide reduction and similar to the reduction
      in the base salary of all other executive officers of the Bank;

            (iii) the removal of the Employee from participation in any
      incentive compensation (including, but not limited to, the LTIP) or
      performance-based compensation plans or bonus plans unless the Bank
      terminates participation in the plan or plans with respect to all other
      executive officers of the Bank;

            (iv) the failure by the Bank to continue to provide the Employee
      with the base salary, bonuses or benefits provided for under Sections
      4(a), (c), (d) and (e) of this Agreement, as the same may be increased
      from time to time, or with benefits substantially similar to those
      provided to him under those Sections or under any benefit plan or program
      in which the Employee now or hereafter becomes eligible to participate, or
      the taking of any action by the Bank which would directly or indirectly
      reduce any such benefits or deprive the Employee of any such benefit
      enjoyed by him, unless part of an institution-wide reduction and applied
      similarly to all other executive officers of the Bank;

            (v) the assignment to the Employee of duties and responsibilities
      materially different from those normally associated with his position as
      referenced in Section 1;

            (vi) a failure to elect or re-elect the Employee to the Board or a
      failure on the part of First Financial Corporation to honor its obligation
      to nominate Employee to the Board of Directors of First Financial
      Corporation;

            (vii) a material diminution or reduction in the Employee's
      responsibilities or authority (including reporting responsibilities) in
      connection with his employment with the Bank; or

            (viii) a material reduction in the secretarial or administrative
      support of the Employee.

            Notwithstanding the foregoing, but only to the extent required under
      federal banking law, the amount payable under Subsection (e) of this
      Section 8 shall be reduced to the extent that on the date of the
      Employee's termination of employment, the present value of the benefits
      payable under Subsections (d)(i), (ii) and (iii) of this Section 8 exceed
      any limitation on severance benefits that is imposed by the OCC on such
      benefits.

      (f) Voluntary Termination by Employee. Subject to Section 10 hereof, the
Employee may voluntarily terminate employment with the Bank during the term of
this Agreement, upon at least ninety (90) days' prior written notice to the
Board of Directors, in which case the Employee shall receive only his base
salary, bonuses, vested rights and benefits up to the date of his termination
(unless such termination occurs pursuant to Section 10(b) hereof, in which event
the benefits, bonuses and base salary provided for in Section 10(a) shall
apply).

      (g) Termination or Suspension Under Federal Law.

            (i) If the Employee is removed and/or permanently prohibited from
      participating in the conduct of the Bank's affairs by an order issued
      under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act
      ("FDIA") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Bank
      under this Agreement shall terminate, as of the effective date of the
      order, but vested rights of the Employee shall not be affected.

            (ii) If the Bank is in default (as defined in Section 3(x)(1) of the
      FDIA), all obligations under this Agreement shall terminate as of the date
      of default; but the vested rights of the Employee shall not be affected.

            (iii) All obligations under this Agreement shall terminate, except
      to the extent it is determined that the continuation of this Agreement is
      necessary for the continued operation of the Bank; (A) by the OCC or its
      designee, at the time that the Federal Deposit Insurance Corporation
      ("FDIC") enters into an

                                                                              23
<PAGE>

      agreement to provide assistance to or on behalf of the Bank under the
      authority contained in Section 13(c) of FDIA; or (B) by the OCC, or its
      designee, at the time that the OCC or its designee approves a supervisory
      merger to resolve problems related to operation of the Bank or when the
      Bank is determined by the OCC to be in an unsafe or unsound condition.
      Such action shall not affect any vested rights of the Employee.

            (iv) If a notice served under Section 8(e)(3) or (g)(1) or the FDIA
      (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the
      Employee from participating in the conduct of the Bank's affairs, the
      Bank's obligations under this Agreement shall be suspended as of the date
      of such service, unless stayed by appropriate proceedings. However, the
      vested rights of the Employee as of the date of suspension will not be
      affected. If the charges in the notice are dismissed, the Bank may in its
      discretion (A) pay the Employee all or part of the compensation withheld
      while its contract obligations were suspended, and (B) reinstate (in whole
      or in part) any of its obligations which were suspended.

      9. No Mitigation. The Employee shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Employee in any subsequent employment.

      10. Change in Control.

      (a) Change in Control; Involuntary Termination.

            (1) Notwithstanding any provision herein to the contrary, if the
      Employee's employment under this Agreement is terminated by the Bank,
      without the Employee's prior written consent and for a reason other than
      Just Cause, in connection with or within twelve (12) months after a Change
      in Control, as defined in Section 10(a)(4), the Employee shall be paid the
      greater of:

                  (i)   The total amount payable under Section 8(d) hereof; or

                  (ii)  The product of 2.99 times the sum of his base salary in
                        effect as of the date of the Change in Control plus an
                        amount equal to the bonuses received by or payable to
                        the Employee in the calendar year prior to the year in
                        which the Change in Control occurs; and at the
                        Employee's election, either:

                              (A) cash in an amount equal to the cost to the
                        Employee of obtaining all Employee Benefits (as defined
                        in Section 4(a)), medicare supplement insurance (as
                        described in Section 4(b)), professional and club dues,
                        the cost of Employee's continuing legal education
                        requirements, all Automobile Benefits (as defined in
                        Section 4(d)) and other benefits which the Employee
                        would have been eligible to participate in or receive,
                        for a period of 3 years, commencing on the date of
                        termination, or based upon the benefit levels
                        substantially equal to those that the Bank provided for
                        the Employee at the date of termination of employment;
                        or

                              (B) continued participation in the Bank benefit
                        plans and programs listed in Section 10(a)(1)(ii)(A)
                        above, but only to the extent the Employee continues to
                        qualify for participation therein, for a period of 3
                        years, commencing on the date of termination based upon
                        benefit levels substantially equal to those that the
                        Bank provided for the Employee at the date of
                        termination. In elaboration of, but not in limitation of
                        the foregoing, the Employee shall be entitled to
                        receive, in cash, an amount equal to the cost to the
                        Employee of obtaining any benefits he would otherwise
                        have been eligible to receive under the Bank's benefit
                        plans or programs listed in Section 10(a)(1)(ii)(A)
                        above had he continued to accrue service (for vesting
                        and benefit accrual purposes) and compensation under
                        those plans for a period of three (3) years, commencing
                        on the date of termination, if he is not permitted to
                        continue to participate in those plans for the three (3)
                        year period. The Employee shall also be entitled to
                        receive under this Section 10(a)(1)(ii)(B) an amount
                        necessary

                                                                              24
<PAGE>

                        to provide any cash payments under this Section
                        10(a)(1)(ii)(B) net of all income and payroll taxes that
                        would not have been payable by the Employee had he been
                        able to continue participation in the benefit plan or
                        program instead of receiving cash in lieu thereof.

      All amounts shall be paid in one lump sum within ten (10) days of such
termination, except to the extent that the Bank is required to permit Employee's
continued participation in the Bank benefit plans and programs through the
Expiration Date or the three (3) year period, as the case may be, as permitted
by their terms.

            (2) To the extent payments received based on the Employee's
      termination within 12 months after a Change in Control are considered
      "excess parachute payments" pursuant to the Code Section 280G, the
      provisions of "Internal Revenue Code Section 280G Gross-Up" below shall
      apply.

            (3) Internal Revenue Code Section 280G Gross-Up.

                  (i) Additional Payment to Account for Excise Taxes. If, as a
            result of a Change in Control, the Employee becomes entitled to the
            amount payable under Section 10(a) of this Agreement, or under any
            other benefit, compensation, or incentive plan (including, but not
            limited to, the LTIP) or arrangement of or with the Bank or First
            Financial Corporation (collectively, the Total Benefits), and if any
            part of the Total Benefits is subject to the Excise Tax under Code
            Sections 280G and 4999 (the "Excise Tax"), the Bank or First
            Financial Corporation shall pay to the Employee the following
            additional amounts, consisting of (A) a payment equal to the Excise
            Tax payable by the Employee on the Total Benefits under Code Section
            4999 (the "Excise Tax Payment"), and (B) a payment equal to the
            amount necessary to provide the Excise Tax Payment net of all
            income, payroll and excise taxes. Together, the additional amounts
            described in clauses (A) and (B) are referred to herein as the
            "Gross-Up Payments."

                  (ii) Calculating the Excise Tax. Determination of whether any
            of the Total Benefits will be subject to the Excise Tax and the
            determination of the amount of the Excise Tax shall be made in
            accordance with the following:

                        (A) Determination of Parachute Payments Subject to the
                  Excise Tax. Any payments or benefits received or to be
                  received by the Employee in connection with a Change in
                  Control or the Employee's termination of employment (whether
                  under the terms of this Agreement or any benefit plan or
                  arrangement with First Financial Corporation, the Bank, any
                  person whose actions result in a Change in Control or any
                  person affiliated with First Financial Corporation, the Bank
                  or such person) shall be treated as "parachute Payments"
                  within the meaning of Code Section 280G(b)(2), and all "excess
                  parachute payments" within the meaning of Code Section
                  280G(b)(1) shall be treated as subject to the Excise Tax,
                  unless in the opinion of the nationally recognized certified
                  public accounting firm, retained by the Bank or First
                  Financial Corporation as of the date immediately before the
                  change in Control (the "Accounting Firm"), such payments or
                  benefits do not constitute, in whole or in part, parachute
                  payments, or such excess parachute payments represent, in
                  whole or in part, reasonable compensation for services
                  actually rendered within the meaning of Code Section
                  280G(b)(4) or are otherwise not subject to the Excise Tax.

                        (B) Calculation of Benefits Subject to Excise Tax. The
                  amount of the Total Benefits that shall be treated as subject
                  to the Excise Tax shall be equal to the lesser of (1) the
                  total amount of the Total Benefits reduced by the amount of
                  such Total Benefits that in the opinion of the Accounting Firm
                  are not parachute payments, or (2) the amount of excess
                  parachute payments within the meaning of Code Section
                  280G(b)(1) (after applying clause (A), above).

                        (C) Value of Noncash Benefits and Deferred Payment. The
                  value of any noncash benefits or any deferred payment or
                  benefit shall be determined by the Accounting Firm in
                  accordance with the principles of Code Sections 280G(d)(3) and
                  (4).

                                                                              25
<PAGE>

                  (iii) Assumed Marginal Income Tax Rate. For purposes of
            determining the amount of the Gross-Up Payments, the Employee shall
            be deemed to pay federal income taxes at the highest marginal rate
            of federal income taxation in the calendar years in which the
            Gross-Up Payments are to be made and state and local income taxes at
            the highest marginal rate of taxation in the state and locality of
            the Employee's residence on the date on which such gross up payments
            are to be made, net of the reduction in federal income taxes that
            can be obtained from deduction of such state and local taxes
            (calculated by assuming that any reduction under Code Section 68 in
            the amount of itemized deductions allowable to the Employee applies
            first to reduce the amount of such state and local income taxes that
            would otherwise be deductible by the Employee, and applicable
            federal FICA and Medicare withholding taxes.)

                  (iv) The Accounting Firm Shall Determine Whether a Gross-Up
            Payment is Required. Subject to paragraphs (i) through (iii) above,
            all determinations required to be made under paragraphs (i) through
            (viii), including whether and when a Gross-Up Payment is required,
            the amount of the Gross-Up Payment and the assumptions to be used to
            arrive at the determination (collectively, the "Determination"),
            shall be made by the Accounting Firm. The Accounting Firm shall
            provide detailed supporting calculations both to the Bank or First
            Financial Corporation and to the Employee within 15 business days
            after the Determination has been made, or such earlier time as is
            requested by the Bank, First Financial Corporation or the Employee.

                  (v) Fees and Expenses of the Accounting Firm and Agreement
            with the Accounting Firm. All fees and expenses of the Accounting
            Firm shall be borne solely by the Bank or First Financial
            Corporation.

                  (vi) Accounting Firm's Opinion. If the Accounting Firm
            determines that no Excise Tax is payable by the Employee, the
            Accounting Firm shall furnish the Employee with a written opinion to
            that effect, and to the effect that failure to report Excise Tax, if
            any, on the Employee's applicable federal income tax return will not
            result in the imposition of a negligence or similar penalty.

                  (vii) Accounting Firm's Determination is Binding. The
            Determination by the Accounting Firm shall be binding on the Bank,
            First Financial Corporation and the Employee.

                  (viii) Underpayment and Overpayment. Because of the
            uncertainty in determining whether any of the Total Benefits will be
            subject to the Excise Tax at the time of the Determination, it is
            possible that Gross-Up Payments that should have been made will not
            have been made by the Bank or First Financial Corporation
            ("Underpayment"), or that Gross-Up Payments will be made that should
            not have been made by the Bank or First Financial Corporation
            ("Overpayment").

                  If, after a Determination by the Accounting Firm, the Employee
            is required to make a payment of additional Excise Tax, the
            Accounting Firm shall determine the amount of the Underpayment that
            has occurred. The Underpayment (together with any interest and
            penalties imposed by the Internal Revenue Service shall be paid
            promptly by the Bank or First Financial Corporation to or for the
            benefit of the Employee.

                  If the amount of the Gross-Up Payments exceeds the amount
            necessary to reimburse the Employee for his Excise Tax, the
            Accounting Firm shall determine the amount of the Overpayment that
            has been made. The Overpayment shall be repaid promptly by the
            Employee. Provided that his expenses are reimbursed by the Bank or
            First Financial Corporation, the Employee shall cooperate with any
            reasonable requests by the Bank or First Financial Corporation in
            any contests or disputes with the Internal Revenue Service relating
            to the Excise Tax.

                  (ix) Accounting Firm Conflict of Interest. If the Accounting
            Firm is serving as accountant or auditor for the individual, entity
            or group effecting the Change in Control, the Employee may appoint
            another nationally recognized certified public accounting firm to
            make the Determinations required hereunder (in which case the term
            "Accounting Firm" as used herein shall be deemed to refer to the
            accounting firm appointed by the Employee under this paragraph). The

                                                                              26
<PAGE>

            Bank or First Financial Corporation shall pay all fees and expenses
            of the Accounting Firm appointed by the Employee.

            (4) "Change in Control" shall be deemed to have occurred if:

                  (i) During any period of two consecutive years, individuals
            who constitute the Bank's or First Financial Corporation's Board of
            Directors at the beginning of the two-year period cease for any
            reason to constitute at least a majority thereof; provided, however,
            that - for purposes of this Subsection 10(4)(i) - each Director who,
            by a vote of at least two-thirds (2/3) of the Directors who were
            Directors at the beginning of the period, is first (i) nominated by
            the Bank's or First Financial Corporation's Board of Directors for
            election by stockholders, or (ii) elected to fill a vacancy on the
            respective Board of Directors, shall be deemed to have been a
            Director at the beginning of the two-year period.

                  (ii) the Bank or First Financial Corporation transfers
            substantially all of its assets to another corporation which is not
            a wholly owned subsidiary of the Bank or First Financial
            Corporation;

                  (iii) the Bank or First Financial Corporation sells
            substantially all of the assets of a subsidiary or affiliate which,
            at the time of such sale, is the principal employer of the Employee;
            or

                  (iv) any "person" including a "group", who as of the Effective
            Date of this Agreement owns less than 20% of the combined voting
            power of the outstanding equity securities of the Bank or First
            Financial Corporation, is or becomes the "beneficial owner,"
            directly or indirectly, of equity securities of the Bank or First
            Financial Corporation representing 20% or more of the combined
            voting power of the outstanding equity securities of the Bank or
            First Financial Corporation (with the terms in quotation marks
            having the meaning set forth in the federal securities laws); or

                  (v) the Bank or First Financial Corporation is merged or
            consolidated with another corporation and, as a result of the merger
            or consolidation, less than fifty percent (50%) of the outstanding
            voting securities of the surviving or resulting corporation is owned
            in the aggregate by the former stockholders of the Bank or First
            Financial Corporation.

      Notwithstanding the foregoing, but only to the extent required under
federal banking law, the amount payable under Subsection(a) of this Section 10
shall be reduced to the extent that on the date of the Employee's termination of
employment, the amount payable under Subsection(a) of this Section 10 exceeds
any limitation on severance benefits that is imposed by the OCC.

      (b) Change in Control; Voluntary Termination. Notwithstanding any other
provision of this Agreement to the contrary, the Employee may voluntarily
terminate his employment under this Agreement within twelve (12) months
following a Change in Control of the Bank or First Financial Corporation, as
defined in paragraph (a)(4) of this Section 10, and the Employee shall thereupon
be entitled to receive the payment described in Sections 10(a)(1), (2) and (3)
of this Agreement, within thirty (30) days following the occurrence of any of
the following events, which has not been consented to in advance by the Employee
in writing. However, during such thirty (30) day period, the Bank shall not
allow the Employee's participation in any Employee Benefits to lapse and shall
continue to provide the Employee with the Automobile Benefits described in
Section 4(d), reimbursement or payment of professional and club dues, and the
cost of the Employee's continuing legal education requirements.

            (i) the requirement that the Employee perform his principal
      executive functions more than thirty (30) miles from his Terre Haute,
      Indiana office.

            (ii) a reduction of 10% or more in the Employee's base salary as in
      effect on the date of the Change in Control or as the same may be changed
      by mutual agreement from time to time, unless part of an institution-wide
      reduction and similar to the reduction in the base salary of all other
      executive officers of the Bank;

                                                                              27
<PAGE>

            (iii) the removal of the Employee from participation in any
      incentive (including, but not limited to, the LTIP) or performance-based
      compensation plans or bonus plans unless the Bank terminates participation
      in the plan or plans with respect to all other executive officers of the
      Bank;

            (iv) the failure by the Bank to continue to provide the Employee
      with the base salary, bonuses or benefits provided for under Sections
      4(a), (c), (d) and (e) of this Agreement, as the same may be increased
      from time to time, or with benefits substantially similar to those
      provided to him under those Sections or under any benefit plan or program
      in which the Employee now or hereafter becomes eligible to participate, or
      the taking of any action by the Bank which would directly or indirectly
      reduce any such benefits or deprive the Employee of any such benefit
      enjoyed by him, unless part of an institution-wide reduction and applied
      similarly to all other executive officers of the Bank;

            (v) the assignment to the Employee of duties and responsibilities
      materially different from those normally associated with his position as
      referenced in Section 1;

            (vi) a failure to elect or re-elect the Employee to the Board or a
      failure on the part of First Financial Corporation or its successor to
      honor any obligation to nominate Employee to the Board of Directors of
      First Financial Corporation or its successor;

            (vii) a material diminution or reduction in the Employee's
      responsibilities or authority (including reporting responsibilities) in
      connection with his employment with the Bank; or

            (viii) a material reduction in the secretarial or administrative
      support of the Employee.

      (c)   Compliance with 12 U.S.C. Section 1828(k). Any payments made to the
            Employee pursuant to this Agreement, or otherwise, are subject to
            and conditioned upon their compliance with 12 U.S.C. Section 1828(k)
            and any regulations promulgated thereunder.

      (d)   Trust.

            (1) Within five business days before or after a Change in Control as
      defined in Section 10(a)(4) of this Agreement which was not approved in
      advance by a resolution of a majority of the Directors of the Bank, the
      Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the
      "Trust"), designed to conform with Revenue Procedure 93-64 (or any
      successor) and having a trustee independent of the Bank, an amount equal
      to the amounts which would be payable in a lump sum under Sections
      10(a)(1), (2) and (3) hereof if those payment provisions become
      applicable, and (ii) provide the trustee of the Trust with a written
      direction to hold said amount and any investment return thereon in a
      segregated account for the benefit of the Employee, and to follow the
      procedures set forth in the next paragraph as to the payment of such
      amounts from the Trust.

            (2) During the twelve (12) consecutive month period following the
      date on which the Bank makes the deposit referred to in the preceding
      paragraph, the Employee may provide the trustee of the Trust with a
      written notice requesting that the trustee pay to the Employee, in a
      single sum, the amount designated in the notice as being payable pursuant
      to Sections 10(a)(1), (2) and (3). Within three business days after
      receiving said notice, the trustee of the Trust shall send a copy of the
      notice to the Bank via overnight and registered mail, return receipt
      requested. On the tenth (10th) business day after mailing said notice to
      the Bank, the trustee of the Trust shall pay the Employee the amount
      designated therein in immediately available funds, unless prior thereto
      the Bank provides the trustee with a written notice directing the trustee
      to withhold such payment. In the latter event, the trustee shall submit
      the dispute, within ten (10) days of receipt of the notice from the Bank,
      to non-appealable binding arbitration for a determination of the amount
      payable to the Employee pursuant to Sections 10(a)(1), (2) and (3) hereof,
      and the party responsible for the payment of the costs of such arbitration
      (which may include any reasonable legal fees and expenses incurred by the
      Employee) shall be determined by the arbitrator. The trustee shall choose
      the arbitrator to settle the dispute, and such arbitrator shall be bound
      by the rules of the American Arbitration Association in making his or her
      determination. The Employee, the Bank and the trustee shall be bound by
      the results of the arbitration and, within three (3) days of the
      determination by the arbitrator, the trustee shall pay from the Trust the
      amounts required to be paid to the Employee and/or the Bank, and in no
      event shall the trustee be liable to either party for making the payments
      as determined by the arbitrator.

                                                                              28
<PAGE>

            (3) Upon the earlier of (i) any payment from the Trust to the
      Employee, or (ii) the date twelve (12) months after the date on which the
      Bank makes the deposit referred to in the first paragraph of this
      subsection (d)(1), the trustee of the Trust shall pay to the Bank the
      entire balance remaining in the segregated account maintained for the
      benefit of the Employee. The Employee shall thereafter have no further
      interest in the Trust pursuant to this Agreement. However, the termination
      of the Trust shall not operate as a forfeiture or relinquishment of any of
      the Employee's rights under the terms of this Agreement. Furthermore, in
      the event of a dispute under Section 10(d)(2) above, the trustee of the
      Trust shall continue to hold, in trust, the deposit referred to in Section
      10(b)(1) until a final decision is rendered by the arbitrator pursuant to
      Section 10(b)(2) above.

      (e) In the event that any dispute arises between the Employee and the Bank
as to the terms or interpretation of this Agreement or the obligations
thereunder, including this Section 10, whether instituted by formal legal
proceedings or submitted to arbitration pursuant to Section 10(d)(2), including
any action that the Employee takes to enforce the terms of this Section 10 or to
defend against any action taken by the Bank, the Employee shall be reimbursed
for all costs and expenses, including reasonable attorneys' fees, arising from
such dispute, proceedings or actions, provided that the Employee shall obtain a
final judgment by a court of competent jurisdiction in favor of the Employee or,
in the event of arbitration pursuant to Section 10(d)(2), a determination is
made by the arbitrator that the expenses should be paid by the Bank. Such
reimbursement shall be paid within ten (10) days of Employee's furnishing to the
Bank written evidence, which may be in the form, among other things, of a
canceled check or receipt, of any costs or expenses incurred by the Employee.

      Should the Employee fail to obtain a final judgment in favor of the
Employee and a final judgment or arbitration decision is entered in favor of the
Bank and if decided by arbitration, the arbitrator, pursuant to Section
10(d)(2), determines the Employee to be responsible for the Bank's expenses,
then the Bank shall be reimbursed for all costs and expenses, including
reasonable attorneys' fees arising from such dispute, proceedings or actions.
Such reimbursement shall be paid within ten (10) days of the Bank furnishing to
the Employee written evidence, which may be in the form, among other things, of
a canceled check or receipt, of any costs or expenses incurred by the Bank.

      11. Stock Options. First Financial Corporation will permit the Employee or
his personal representative(s) or heirs, during a period of three months
following Employee's termination of employment by the Bank for the reasons set
forth in Subsections 8(d), 8(e), 10(a) or 10(b), to require First Financial
Corporation, upon written request, to purchase all outstanding, unexpired stock
options previously granted to the Employee under any stock option plan then in
effect to the extent the options are vested at a cash purchase price equal to
the amount by which the aggregate "fair market value" of the shares subject to
such options exceeds the aggregate option price for such shares. For purposes of
this Agreement, the term "fair market value" shall mean the higher of (a) the
average of the highest asked prices for shares in the over-the-counter market as
reported on the NASDAQ system or other exchange if the shares are traded on such
system for the 30 business days preceding such termination, or (b) the average
per share price actually paid for the most highly priced 1% of the shares
acquired in connection with the Change of Control by any person or group
acquiring such control.

      12. Federal Income Tax Withholding. The Bank may withhold all federal and
state income or other taxes from any benefit payable under this Agreement as
shall be required pursuant to any law or governmental regulation or ruling.

      13. Successors and Assigns.

            (a) Bank. This Agreement shall not be assignable by the Bank,
      provided that this Agreement shall inure to the benefit of and be binding
      upon any corporate or other successor of the Bank which shall acquire,
      directly or indirectly, by merger, consolidation, purchase or otherwise,
      all or substantially all of the assets or stock of the Bank.

            (b) Employee. Since the Bank is contracting for the unique and
      personal skills of the Employee, the Employee shall be precluded from
      assigning or delegating his rights or duties hereunder without first
      obtaining the written consent of the Bank; provided, however, that nothing
      in this paragraph shall preclude (i) the Employee from designating a
      beneficiary to receive any benefit payable hereunder upon his death, or
      (ii) the executors, administrators, or other legal representatives of the
      Employee or his estate from assigning any rights hereunder to the person
      or persons entitled thereunto.

                                                                              29
<PAGE>

            (c) Attachment. Except as required by law, no right to receive
      payments under this Agreement shall be subject to anticipation,
      commutation, alienation, sale, assignment, encumbrance, charge, pledge, or
      hypothecation or to exclusion, attachment, levy or similar process or
      assignment by operation of law, and any attempt, voluntary or involuntary,
      to effect any such action shall be null, void and of no effect.

      14. Amendments. No amendments or additions to this Agreement shall be
binding unless made in writing and signed by the Bank, First Financial
Corporation and the Employee, except as herein otherwise specifically provided.

      15. Applicable Law. Except to the extent preempted by federal law, the
laws of the State of Indiana, without regard to that State's choice of law
principles, shall govern this Agreement in all respects, whether as to its
validity, construction, capacity, performance or otherwise.

      16. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

      17. Entire Agreement. This Agreement, together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire Agreement between the parties hereto.

      18. Construction. The rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement.

      19. Headings. The headings in this Agreement have been inserted solely for
ease of reference and shall not be considered in the interpretation,
construction or enforcement of this Agreement.

      20. Notices. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been given (a) if hand delivered, upon delivery to the party, or (b) if
mailed, two (2) days following deposit of the notice or communication with the
United States Postal Service by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:

          If to the Employee:      Norman L. Lowery
                                   93 Allendale
                                   Terre Haute, Indiana 47802

          If to the Bank:          First Financial Bank
                                   Attn:  Michael A. Carty
                                   One First Financial Plaza
                                   P.O. Box 540
                                   Terre Haute, Indiana 47808-0540

or to such other address as either party hereto may have furnished to the other
party in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.

      IN WITNESS WHEREOF, the parties have executed this Agreement on this 8 day
of March, 2005.

                                   FIRST FINANCIAL BANK
                                   By /s/ Michael A. Carty
                                      ------------------------------------------
                                   Michael A. Carty, Secretary/Treasurer

ATTEST
By /s/ Jeffrey N. Layne
  ------------------------------
Jeffrey N. Layne
Title: Controller                  EMPLOYEE
                                   By /s/ Norman L. Lowery
                                      -------------------------------
                                   Norman L. Lowery

                                                                              30
<PAGE>

The undersigned, First Financial Corporation, sole shareholder of the Bank,
agrees that if it shall be determined for any reason that any obligation on the
part of the Bank is unenforceable for any reason, First Financial Corporation
agrees to honor the terms of this Agreement and continue to make any such
payments due hereunder to Employee or to satisfy any such obligation pursuant to
the terms of this Agreement. The undersigned further agrees to nominate Employee
to the Board of Directors of First Financial Corporation during the term of this
Agreement.

ATTEST                                        FIRST FINANCIAL CORPORATION
By /s/ Michael A. Carty                       By /s/ Donald E. Smith
   -------------------------                     ---------------------------
Michael A. Carty                              Donald E. Smith, President &
Title: Secretary                                Chairman of the Board

Date: March 8, 2005

                                                                              31
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>3
<FILENAME>c95165exv31w1.txt
<DESCRIPTION>CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
<TEXT>
<PAGE>

                                                                    Exhibit 31.1

                     SARBANES-OXLEY ACT OF 2002, SECTION 302
                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Norman L. Lowery, certify that:

1     I have reviewed this quarterly report on Form 10-Q of First Financial
      Corporation;

2     Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3     Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4     The registrant's other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control
      over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
      l5d--15(f)) for the registrant and have:

      a.    Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

      b.    Designed such internal control over financial reporting, or caused
            such internal control over financial reporting to be designed under
            our supervision, to provide reasonable assurance regarding the
            reliability of financial reporting and the preparation of financial
            statements for external purpose in accordance with generally
            accepted accounting principles

      c.    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      d.    Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

5     The registrant's other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial
      reporting, to the registrant's auditors and the audit committee of the
      registrant's board of directors (or persons performing the equivalent
      functions):

      a.    All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      b.    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls over financial reporting.

Date:    May 10, 2005

                                               By /s/ Norman L. Lowery
                                                  ------------------------------
                                                  Norman L. Lowery,
                                                  Vice Chairman and CEO

                                                                              32
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>4
<FILENAME>c95165exv31w2.txt
<DESCRIPTION>CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
<TEXT>
<PAGE>

                                                                    Exhibit 31.2

                     SARBANES-OXLEY ACT OF 2002, SECTION 302
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Michael A. Carty, certify that:

1     I have reviewed this quarterly report on Form 10-Q of First Financial
      Corporation;

2     Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3     Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4     The registrant's other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control
      over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
      l5d--15(f)) for the registrant and have:

      a.    Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

      b.    Designed such internal control over financial reporting, or caused
            such internal control over financial reporting to be designed under
            our supervision, to provide reasonable assurance regarding the
            reliability of financial reporting and the preparation of financial
            statements for external purpose in accordance with generally
            accepted accounting principles

      c.    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      d.    Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

5     The registrant's other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial
      reporting, to the registrant's auditors and the audit committee of the
      registrant's board of directors (or persons performing the equivalent
      functions):

      a.    All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      b.    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls over financial reporting.

Date:   May 10, 2005

                                               By /s/ Michael A. Carty
                                                  ---------------------------
                                                  Michael A. Carty,
                                                  Treasurer and CFO

                                                                              33
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>5
<FILENAME>c95165exv32w1.txt
<DESCRIPTION>SECTION 906 CERTIFICATIONS
<TEXT>
<PAGE>

                                                                    Exhibit 32.1

                     SARBANES-OXLEY ACT OF 2002, SECTION 906
          CERTIFICATION OF CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICERS

      In connection with the Quarterly Report on Form 10-Q of First Financial
Corporation (the "Company") for the Quarterly period ended March 31, 2005 as
filed with the Securities and Exchange Commission on the date here of (the
"Report"), Norman L Lowery , as the Chief Executive Officer of the Company, and
Michael a Carty, as the Chief Financial Officer of the Company, each hereby
certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

1.    This Report fully complies with the requirements of Sections 13(a) or
      15(d) of the Securities Exchange Act of 1934, and

2.    The information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.

May 10, 2005                               By /s/ Norman L. Lowery
                                              ----------------------------------
                                           Norman L. Lowery, Vice Chairman & CEO

May 10, 2005                               By /s/ Michael A. Carty
                                              --------------------------------
                                           Michael A. Carty, Treasurer & CFO

                                                                              34
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
