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<SEC-DOCUMENT>0000950137-06-012041.txt : 20061108
<SEC-HEADER>0000950137-06-012041.hdr.sgml : 20061108
<ACCEPTANCE-DATETIME>20061108155153
ACCESSION NUMBER:		0000950137-06-012041
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		11
CONFORMED PERIOD OF REPORT:	20060930
FILED AS OF DATE:		20061108
DATE AS OF CHANGE:		20061108

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:		061197397

	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>c09881e10vq.txt
<DESCRIPTION>QUARTERLY REPORT
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                         SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended September 30, 2006

Commission File Number 0-16759

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

<TABLE>
<S>                                                    <C>
                  INDIANA                                         35-1546989
       (State or other jurisdiction                            (I.R.S. Employer
      incorporation or organization)                         Identification No.)
</TABLE>


<TABLE>
<S>                                                               <C>
One First Financial Plaza, Terre Haute, IN                           47807
(Address of principal executive office)                           (Zip Code)
</TABLE>

                                  (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 a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer       Accelerated filer  X    Non-accelerated filer    .
                        ---                     ---                         ---

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes     No  X .
    ---    ---

As of November 3, 2006, the Registrant had outstanding 13,290,321 shares of
common stock, without par value.

<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..........................       7
      Notes to Consolidated Financial Statements.....................       8
   Item 2. Management's Discussion and Analysis of Financial
           Condition and Results of Operations.......................      10
   Item 3. Quantitative and Qualitative Disclosures about Market
           Risk......................................................      10
   Item 4. Controls and Procedures...................................      13
PART II. Other Information:
   Item 1. Legal Proceedings.........................................      14
   Item 1A. Risk Factors.............................................      14
   Item 2. Unregistered Sales of Equity Securities and Use of
           Proceeds..................................................      14
   Item 5. Other Information.........................................      14
   Item 6. Exhibits..................................................      15
   Signatures........................................................      16
</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>
                                                                       September     December
                                                                        30, 2006     31, 2005
                                                                      -----------   ----------
                                                                      (Unaudited)
<S>                                                                   <C>           <C>
                               ASSETS
Cash and due from banks                                               $   67,900    $   78,201
Federal funds sold and short-term investments                                 80         2,982
Securities available-for-sale                                            557,905       536,291
Loans:
   Commercial, financial and agricultural                                408,306       382,214
   Real estate - construction                                             29,299        31,918
   Real estate - mortgage                                                695,679       707,008
   Installment                                                           258,109       272,062
   Lease financing                                                         2,657         2,845
                                                                      ----------    ----------
                                                                       1,394,050     1,396,047
Less:
   Unearned income                                                          (255)         (306)
   Allowance for loan losses                                             (15,822)      (16,042)
                                                                      ----------    ----------
                                                                       1,377,973     1,379,699
                                                                      ----------    ----------
Accrued interest receivable                                               12,989        12,537
Premises and equipment, net                                               31,261        31,270
Bank-owned life insurance                                                 57,342        55,832
Goodwill                                                                   7,102         7,102
Other intangible assets                                                    2,480         2,860
Other real estate owned                                                    3,853         4,115
Other assets                                                              22,884        26,029
                                                                      ----------    ----------
      TOTAL ASSETS                                                    $2,141,769    $2,136,918
                                                                      ==========    ==========
                LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
   Noninterest-bearing                                                $  215,025    $  182,416
   Interest-bearing:
      Certificates of deposit of $100 or more                            209,282       189,493
      Other interest-bearing deposits                                  1,053,295     1,093,009
                                                                      ----------    ----------
                                                                       1,477,602     1,464,918
Short-term borrowings                                                     17,014        26,224
Other borrowings                                                         341,817       343,866
Other liabilities                                                         27,845        32,587
                                                                      ----------    ----------
      TOTAL LIABILITIES                                                1,864,278     1,867,595
                                                                      ----------    ----------
Shareholders' equity
   Common stock, $.125 stated value per share;
      Authorized shares--40,000,000
      Issued shares-14,450,966
      Outstanding shares--13,256,321 in 2006 and 13,373,570 in 2005        1,806         1,806
   Additional paid-in capital                                             67,670        67,670
   Retained earnings                                                     235,526       223,710
   Accumulated other comprehensive income                                  1,677         1,903
Treasury shares at cost 1,194,645 in 2006 and 1,077,396 in 2005          (29,188)      (25,766)
                                                                      ----------    ----------
      TOTAL SHAREHOLDERS' EQUITY                                         277,491       269,323
                                                                      ----------    ----------
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $2,141,769    $2,136,918
                                                                      ==========    ==========
</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   Nine Months Ended
                                                        September 30,       September 30,
                                                     ------------------   -----------------
                                                        2006      2005      2006      2005
                                                     --------   -------   -------   -------
                                                         (Unaudited)         (Unaudited)
<S>                                                  <C>        <C>       <C>       <C>
INTEREST INCOME:
   Loans, including related fees                      $25,390   $24,654   $74,203   $71,879
   Securities:
      Taxable                                           5,488     4,211    16,355    11,958
      Tax-exempt                                        1,578     1,561     4,651     4,731
   Other                                                  556       467     2,003     1,466
                                                      -------   -------   -------   -------
      TOTAL INTEREST INCOME                            33,012    30,893    97,212    90,034
                                                      -------   -------   -------   -------
INTEREST EXPENSE:
Deposits                                                9,693     7,132    27,251    19,577
Short-term borrowings                                     254       143       539       434
Other borrowings                                        4,821     4,933    14,271    14,717
                                                      -------   -------   -------   -------
   TOTAL INTEREST EXPENSE                              14,768    12,208    42,061    34,728
                                                      -------   -------   -------   -------
   NET INTEREST INCOME                                 18,244    18,685    55,151    55,306
   Provision for loan losses                            2,495     2,608     5,343     8,614
                                                      -------   -------   -------   -------
   NET INTEREST INCOME AFTER PROVISION
     FOR LOAN LOSSES                                   15,749    16,077    49,808    46,692
                                                      -------   -------   -------   -------
NON-INTEREST INCOME:
   Trust and financial services                         1,021     1,001     2,938     2,857
   Service charges and fees on deposit accounts         2,941     3,071     8,777     8,650
   Other service charges and fees                       1,325     1,837     3,952     4,857
   Securities gains/ (losses), net                         (1)      545         8       570
   Insurance commissions                                1,608     1,516     4,461     4,393
   Gain on sale of mortgage loans                          26       336       180       959
   Other                                                  144       501     1,376     2,060
                                                      -------   -------   -------   -------
TOTAL NON-INTEREST INCOME                               7,064     8,807    21,692    24,346
                                                      -------   -------   -------   -------
NON-INTEREST EXPENSES:
   Salaries and employee benefits                      10,178     9,560    30,741    28,444
   Occupancy expense                                      983       980     2,868     2,892
   Equipment expense                                    1,043     1,024     3,211     2,863
   Other                                                3,466     4,401    11,277    12,884
                                                      -------   -------   -------   -------
TOTAL NON-INTEREST EXPENSE                             15,670    15,965    48,097    47,083
                                                      -------   -------   -------   -------
   INCOME BEFORE INCOME TAXES                           7,143     8,919    23,403    23,955
Provision for income taxes                              1,688     2,596     6,014     6,329
                                                      -------   -------   -------   -------
   NET INCOME                                         $ 5,455   $ 6,323   $17,389   $17,626
                                                      -------   =======   =======   =======
EARNINGS PER SHARE:
   Basic and Diluted                                  $  0.41   $  0.47   $  1.31   $  1.31
                                                      =======   =======   =======   =======
   Dividends per share                                $    --   $    --   $  0.42   $  0.40
                                                      =======   =======   =======   =======
Weighted average number
   of shares outstanding (in thousands)                13,261    13,395    13,302    13,457
                                                      =======   =======   =======   =======
</TABLE>

See accompanying notes


                                                                               4

<PAGE>

                           FIRST FINANCIAL CORPORATION
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                Nine months Ended
                           September 30, 2006 and 2005
              (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, 2006                  $1,806     $67,670    $223,710       $1,903      $(25,766)  $269,323
Comprehensive income:
   Net income                                                     17,389                                17,389
   Change in net unrealized
   gains/ (losses) on securities
   available-for-sale                                                            (226)                    (226)
                                                                                                      --------
      Total comprehensive income                                                                        17,163
Cash dividends, $.42 per share                                    (5,573)                               (5,573)
Treasury stock purchase                                                                      (3,422)    (3,422)
                                          ------     -------    --------       ------      --------   --------
Balance, September 30, 2006               $1,806     $67,670    $235,526       $1,677      $(29,188)  $277,491
                                          ======     =======    ========       ======      ========   ========
Balance, January 1, 2005                  $1,806     $67,519    $211,623       $8,357      $(20,970)  $268,335
Comprehensive income:
   Net income                                                     17,626                                17,626
   Change in net unrealized
   gains/ (losses) on securities
   available-for-sale                                                          (3,501)                  (3,501)
                                                                                                      --------
      Total comprehensive income/(loss)
                                                                                                        14,125
Cash dividends, $.40 per share                                    (5,364)                               (5,364)
Treasury stock purchase                                                                      (4,606)    (4,606)
                                          ------     -------    --------       ------      --------   --------
Balance, September 30, 2005               $1,806     $67,519    $223,885       $4,856      $(25,576)  $272,490
                                          ======     =======    ========       ======      ========   ========
</TABLE>

See accompanying notes.


                                                                               5

<PAGE>

                           FIRST FINANCIAL CORPORATION
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                               Three Months Ended
                          September 30, 2006, and 2005
              (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, July 1, 2006                 $1,806     $67,670    $230,071       $(3,632)     $(28,839)  $267,076
Comprehensive income:
   Net income                                                  5,455                                  5,455
   Change in net unrealized
   gains/ (losses) on securities
   available-for-sale                                                        5,309                    5,309
                                                                                                   --------
      Total comprehensive income                                                                     10,764
Treasury stock purchase                                                                     (349)      (349)
                                      ------     -------    --------       -------      --------   --------
Balance, September 30, 2006           $1,806     $67,670    $235,526       $ 1,677      $(29,188)  $277,491
                                      ======     =======    ========       =======      =========  ========
Balance, July 1, 2005                 $1,806     $67,519    $217,562       $ 6,413      $(24,755)  $268,545
Comprehensive income
      Net income                                               6,323                                  6,323
      Change in net unrealized
      gains/ (losses) on securities
      available for sale                                                    (1,557)                  (1,557)
                                                                                                   --------
         Total comprehensive income                                                                   4,766
Treasury stock purchase                                                                     (821)      (821)
                                      ------     -------    --------       -------      --------   --------
Balance, September 30, 2005           $1,806     $67,519    $223,885       $ 4,856      $(25,576)  $272,490
                                      ======     =======    ========       =======      =========  ========
</TABLE>

See accompanying notes.


                                                                               6

<PAGE>

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

<TABLE>
<CAPTION>
                                                                             Nine Months Ended
                                                                               September 30,
                                                                           ---------------------
                                                                              2006        2005
                                                                           ---------   ---------
                                                                                (Unaudited)
<S>                                                                        <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                                 $  17,389   $  17,626
Adjustments to reconcile net income to net cash
   provided by operating activities:
   Net amortization (accretion) of premiums and discounts on investments      (1,894)       (734)
   Provision for loan losses                                                   5,343       8,614
   Securities (gains), net                                                        (8)       (570)
   Depreciation and amortization                                               2,646       2,493
   Other, net                                                                   (478)     (3,828)
                                                                           ---------   ---------
         NET CASH FROM OPERATING ACTIVITIES                                   22,998      23,601
                                                                           ---------   ---------
      CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of securities available-for-sale                                           737      11,900
Maturities and principal reductions on securities available-for-sale         124,118     137,324
Purchases of securities available-for-sale                                  (144,942)   (201,734)
Loans made to customers, net of repayments                                    (6,257)     26,758
Net change in federal funds sold                                               2,902      (2,705)
Additions to premises and equipment                                           (2,257)     (1,177)
                                                                           ---------   ---------
   NET CASH FROM INVESTING ACTIVITIES                                        (25,699)    (29,634)
                                                                           ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposits                                                        12,684      43,457
Net change in short-term borrowings                                           (9,210)    (29,966)
Dividends paid                                                                (5,603)    (10,778)
Purchase of treasury stock                                                    (3,422)     (4,606)
Repayments on other borrowings                                                (2,049)    (18,608)
                                                                           ---------   ---------
   NET CASH FROM FINANCING ACTIVITIES                                         (7,600)    (20,501)
                                                                           ---------   ---------
   NET CHANGE IN CASH AND CASH EQUIVALENTS                                   (10,301)    (26,534)
   CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                             78,201      94,928
                                                                           ---------   ---------
   CASH AND CASH EQUIVALENTS, END OF PERIOD                                $  67,900   $  68,394
                                                                           =========   =========
</TABLE>

See accompanying notes.


                                                                               7

<PAGE>

                           FIRST FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The accompanying September 30, 2006 and 2005 consolidated financial
statements are unaudited. The December 31, 2005 consolidated financial
statements are as reported in the First Financial Corporation (the
"Corporation") 2005 annual report. The information presented does not include
all information and footnotes required by U.S. generally accepted accounting
procedures for complete financial statements. The following notes should be read
together with notes to the consolidated financial statements included in the
2005 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. Some items in the prior
year financials were reclassified to conform to the current presentation.

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)
                                                           --------------------
                                                           September   December
                                                            30, 2006   31, 2005
                                                           ---------   --------
<S>                                                        <C>         <C>
Impaired loans with related allowance for loan losses
   calculated under SFAS No. 114                             $1,850      $3,622
Impaired loans with no related allowance for loan losses        504         500
                                                             ------      ------
                                                             $2,354      $4,122
                                                             ======      ======
</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 are
shown below. All securities are classified as available-for-sale.

<TABLE>
<CAPTION>
                                                      (000's)                       (000's)
                                                 September 30, 2006            December 31, 2005
                                            ---------------------------   ---------------------------
                                            Amortized Cost   Fair Value   Amortized Cost   Fair Value
                                            --------------   ----------   --------------   ----------
<S>                                         <C>              <C>          <C>              <C>
United States Government entity mortgage-
   backed securities                           $336,992       $332,041       $306,697       $301,403
Collateralized Mortgage Obligations                 111            118          2,357          2,360
State and Municipal Obligations                 136,151        139,450        129,916        134,045
Corporate Obligations                            77,340         77,854         89,740         90,224
Equity Securities                                 4,518          8,442          4,410          8,259
                                               --------       --------       --------       --------
                                               $555,112       $557,905       $533,120       $536,291
                                               ========       ========       ========       ========
</TABLE>

4. Short-Term Borrowings

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

<TABLE>
<CAPTION>
                                        (000's)
                                 --------------------
                                 September   December
                                  30, 2006   31, 2005
                                 ---------   --------
<S>                              <C>         <C>
Federal Funds Purchased           $10,974     $19,032
Repurchase Agreements               4,919       5,579
Note Payable - U.S. Government      1,121       1,613
                                  -------     -------
                                  $17,014     $26,224
                                  ========    =======
</TABLE>


                                                                               8

<PAGE>

5. Other Borrowings

     Other borrowings at period-end are summarized as follows:

<TABLE>
<CAPTION>
                                                                         (000's)
                                                                  --------------------
                                                                  September   December
                                                                   30, 2006   31, 2005
                                                                  ---------   --------
<S>                                                               <C>         <C>
FHLB advances                                                      $335,217   $337,266
City of Terre Haute, Indiana economic development revenue bonds       6,600      6,600
                                                                   --------   --------
                                                                   $341,817   $343,866
                                                                   ========   ========
</TABLE>

6. Components of Net Periodic Benefit Cost

<TABLE>
<CAPTION>
                                          Three Months ended September 30      Nine Months ended September 30,
                                                      (000's)                              (000's)
                                        ----------------------------------    ----------------------------------
                                                           Post-Retirement                       Post-Retirement
                                        Pension Benefits   Health Benefits    Pension Benefits   Health Benefits
                                        ----------------   ---------------    ----------------   ---------------
                                           2006    2005      2006   2005       2006      2005      2006   2005
                                          -----   -----      ----   ----     -------   -------     ----   ----
<S>                                     <C>       <C>      <C>      <C>      <C>       <C>       <C>      <C>
Service cost                              $ 749   $ 701      $ 29   $ 35     $ 2,248   $ 2,104     $ 87   $106
Interest cost                               591     622        75     80       1,773     1,867      226    239
Expected return on plan assets             (698)   (821)       --     --      (2,095)   (2,463)      --     --
Amortization of transition obligation        --      --        15     15          --        --       45     45
Amortization of prior service cost           14      14        --     --          42        42       --     --
Amortization of net (gain) loss             191      62        60     63         572       185      180    188
                                          -----   -----      ----   ----     -------   -------     ----   ----
Net Periodic Benefit Cost                 $ 847   $ 578      $179   $193     $ 2,540   $ 1,735     $538   $578
                                          =====   =====      ====   ====     =======   =======     ====   ====
</TABLE>

Employer Contributions

     First Financial Corporation previously disclosed in its financial
statements for the year ended December 31, 2005 that it expected to contribute
$1.5 and $1.2 million respectively to its Pension Plan and ESOP and $294,000 to
the Post Retirement Health Benefits Plan in 2006. First Financial Corporation
anticipates contributing $1.5 and $1.2 million respectively to its Pension Plan
and ESOP in 2006. Contributions of $261,000 have been made through the third
quarter of 2006 for the Post Retirement Health Benefits plan. First Financial
Corporation anticipates contributing an additional $71,000 to the Post
Retirement Health Benefits plan in 2006.

7. Recent Accounting Pronouncements

     FASB Interpretation No. 48 - In June 2006, the Financial Accounting
Standards Board (FASB) issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" (FIN
48), which prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. FIN 48 is effective for fiscal years
beginning after December 15, 2006. We are still evaluating the impact, if any,
the adoption of FIN 48 will have on our financial statements.

     SFAS No. 157 -- In September 2006, the Financial Accounting Standards Board
(FASB) issued Statement No. 157, Fair Value Measurements. This Statement defines
fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurements. This Statement establishes a fair
value hierarchy about the assumptions used to measure fair value and clarifies
assumptions about risk and the effect of a restriction on the sale or use of an
asset. The new standard is effective for fiscal years beginning after November
15, 2007. The Company does not believe that the adoption of SFAS No. 157 will
have a material impact to the financial statements.

     SPAS No. 158 -- In September 2006, the Financial Accounting Standards Board
(FASB) issued Statement No. 158 Employers' Accounting for Defined Benefit
Pension and Other Postretirement Plans -- an amendment of FASB Statements No.
87, 88, 106 and 132(R). This Statement requires an employer to recognize the
overfunded or underfunded status of a defined benefit postretirement plan (other
than a multiemployer plan) as an asset or liability in its statement of
financial position and to recognize changes in the funded status in the year in
which the changes occur through comprehensive income. Defined benefit plan
assets and obligations are to be measured as of the date of the employer's
fiscal year-end. The employer must disclose in the notes to the financial
statements additional information about certain effects on net periodic benefit
cost for the next fiscal year that arise from delayed recognition of gains and
losses, prior service costs or credits, and transition asset or obligation. The
new standard is effective for employers with publicly traded equity securities
as of the end of the fiscal year ending after December 15, 2006. The Company has
not completed it's evaluation of the impact of the adoption of SFAS No. 158. The
Corporation currently has a


                                                                               9

<PAGE>

prepaid asset in the financial statements and anticipates recording a liability
under this new accounting standard, as the projected benefit obligation exceeds
the fair value of plan assets.

SAB 108 -- In September 2006, the Securities and Exchange Commission (SEC)
issued Staff Accounting Bulletin No. 108 (SAB 108). SAB 108 provides
interpretive guidance on how the effects of the carryover or reversal of prior
year misstatements should be considered in quantifying a potential current year
misstatement. Prior to SAB 108, companies might evaluate the materiality of
financial statement misstatements using either the income statement or balance
sheet approach, with the income statement approach focusing on new misstatements
added in the current year, and the balance sheet approach focusing on the
cumulative amount of misstatement present in a company's balance sheet.
Misstatements that would be material under one approach can be viewed as
immaterial under another approach, and not be corrected. SAB 108 now requires
that companies view financial statement misstatements as material if they are
material according to either the income statement or balance sheet approach.
This statement is effective as of the end of the fiscal year ending after
December 15, 2006. The Corporation is currently evaluating the impact of
adopting SAB 108 on the consolidated financial statements.

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 2005.

     This Quarterly Report on Form 10-Q contains forward-looking statements.
Forward-looking statements provide current expectations or forecasts of future
events and are not guarantees of future performance, nor should they be relied
upon as representing management's views as of any subsequent date. The
forward-looking statements are based on management's expectations and are
subject to a number of risks and uncertainties. Although management believes
that the expectations reflected in such forward-looking statements are
reasonable, actual results may differ materially from those expressed or implied
in such statements. Risks and uncertainties that could cause actual results to
differ materially include, without limitation, the Corporation's ability to
effectively execute its business plans; changes in general economic and
financial market conditions; changes in interest rates; changes in the
competitive environment; continuing consolidation in the financial services
industry; new litigation or changes in existing litigation; losses, customer
bankruptcy, claims and assessments; changes in banking regulations or other
regulatory or legislative requirements affecting the Corporation's business; and
changes in accounting policies or procedures as may be required by the Financial
Accounting Standards Board or other regulatory agencies. Additional information
concerning factors that could cause actual results to differ materially from
those expressed or implied in the forward-looking statements is available in the
Corporation's Annual Report on Form 10-K for the year ended December 31, 2005,
and subsequent filings with the United States Securities and Exchange Commission
(SEC). Copies of these filings are available at no cost on the SEC's Web site at
www.sec.gov or on the Corporation's Web site at www.first-online.com. Management
may elect to update forward-looking statements at some future point; however, it
specifically disclaims any obligation to do so.

                          Critical Accounting Policies

     Certain of the Corporation's accounting policies are important to the
portrayal of the Corporation's financial condition and results of operations,
since they require management to make difficult, complex or subjective
judgments, some of which may relate to matters that are inherently uncertain.
Estimates associated with these policies are susceptible to material changes as
a result of changes in facts and circumstances. Facts and circumstances which
could affect these judgments include, but without limitation, changes in
interest rates, in the performance of the economy or in the financial condition
of borrowers. Management believes that its critical accounting policies include
determining the allowance for loan losses and the valuation of goodwill. See
further discussion of these critical accounting policies in the 2005 Annual
Report on Form 10-K.

                          Summary of Operating Results

     Net income for the nine months ended September 30, 2006 was $17.4 million
compared to $17.6 million for the same period in 2005. Basic earnings per share
was the same for those periods at $1.31 per average share outstanding. The three
months ending on September 30, 2006 produced $5.5 million and $0.41 per share
compared to $6.3 million and $0.47 per share for the same period in 2005.


                                                                              10

<PAGE>

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

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
was down $155 thousand in the first nine months of 2006 from the same period in
2005. The net interest margin was one basis point higher at 3.92% in 2006 from
3.91% in 2005. The net interest income for the third quarter of 2006 at $18.2
million was down $441 thousand from the same period in 2005.

Non-Interest income

     Non-interest income for the first nine months of 2006 was $21.7 million.
The strategy of holding mortgage loans in the portfolio has the effect of
reducing non-interest income. Loan fees are deferred and amortized over the life
of the loan when retained, rather than recognized upon sale. Additionally, there
are reduced gains from the sale of loans. This was the primary difference
between current year results and the $24.3 million of non-interest income for
the same period in 2005 when loans were being sold. Deposit fee income, however,
increased due to the higher level of deposits in 2006. Gains from the sale of
investment securities are also down $562 thousand when compared year over year
through September 30. Non-interest income for the three months ended September
30, 2006 was $7.1 million compared to $8.8 million for the third quarter of
2005. Gains on investment securities and loan sales combined accounted for $856
thousand of this $1.7 million decrease.

Non-Interest Expenses

     The Corporation's non-interest expense for the nine months ended September
30, 2006 compared to the same period in 2005 increased by $1.0 million.
Equipment expenses and personnel costs were higher during the first nine months
of 2006 compared to the same period of 2005. Cost increases included merit
increases in salaries and higher benefit costs, as well as the new banking
center in Vincennes, Indiana opened early in 2006. The effective tax rate for
2006 has increased to 25.7% compared to 26.4% for 2005. The non-interest expense
for the three months ended September 30, 2006 was less than the same period of
2005 by $295 thousand.

Provision for Loan Losses

     The Corporation's provision for loan losses decreased $3.3 million for the
nine months ended September 30, 2006 compared to the same period of 2005. Net
charge-offs for the first nine months of 2006 were $5.6 million compared to
$12.2 million for the same period in 2005. The provision for loan losses was
virtually the same for the third quarter of 2006 compared to 2005. The allowance
for loan losses as a percentage of total loans has remained relatively stable at
1.14% as of September 30, 2006, compared to 1.15% as of December 31, 2005.

Non-performing Loans

     Non-performing loans consist of (1) non-accrual loans on which the ultimate
collectability of the full amount of interest is uncertain, (2) 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 (3) loans past due ninety days or more as to principal or interest. A
summary of non-performing loans at September 30, 2006 and December 31, 2005
follows:

<TABLE>
<CAPTION>
                                                    (000's)
                                             --------------------
                                             September   December
                                              30, 2006   31, 2005
                                             ---------   --------
<S>                                          <C>         <C>
Non-accrual loans                             $10,152     $ 8,464
Restructured loans                                 52          57
                                              -------     -------
                                               10,204       8,521
Accruing loans past due over 90 days            4,702       6,354
                                              -------     -------
                                              $14,906     $14,875
                                              =======     =======
Ratio of the allowance for loan losses
   as a percentage of non-performing loans        106%        108%
</TABLE>


                                                                              11

<PAGE>

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

<TABLE>
<CAPTION>
                                            (000's)
                            --------------------------------------
                            September 30, 2006   December 31, 2005
                            ------------------   -----------------
<S>                         <C>                  <C>
Non-Accrual Loans:
   1-4 family residential         $ 1,593              $1,118
   Commercial loans                 6,585               5,888
   Installment loans                1,974               1,458
                                  -------              ------
                                  $10,152              $8,464
                                  =======              ======
Past due 90 days or more:
   1-4 family residential         $ 2,094              $3,197
   Commercial loans                 1,983               1,554
   Installment loans                  625               1,603
                                  -------              ------
                                  $ 4,702              $6,354
                                  =======              ======
</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
September 30, 2006. 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 decrease 4.45% over the next 12 months and
decrease 1.76% over the following 12 months. Given a 100 basis point decrease in
rates, net interest income would increase 1.31% over the next 12 months and
decrease 1.55% 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                       3.62      -2.53       -4.56
Down 100                       1.31      -1.55       -8.87
Up 100                        -4.45      -1.76        1.76
Up 200                       -12.60      -7.65        -.76
</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.


                                                                              12

<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 $12.7
million of investments that mature throughout the coming 12 months. The
Corporation also anticipates $68.7 million of principal payments from
mortgage-backed securities. Given the current rate environment, the Corporation
anticipates $22.3 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

     In the first nine months of 2006 loans are down $1.9 million from the end
of 2005. Deposits are up $12.7 million. Investments increased $21.6 million.
Short and long term borrowings decreased $11.3 million. The percentage of the
allowance for loan and lease losses remained virtually the same at 1.14% of
loans at September 30, 2006 compared to 1.15% at December 31,2005. The
Corporation's equity increased $8.2 million.

Capital Adequacy

     As of September 30, 2006, the most recent notification from the respective
regulatory agencies categorized the subsidiary banks as well capitalized under
the regulatory framework for prompt corrective action regulations. To be
categorized as well capitalized the banks must maintain minimum total
risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the
table. There are no conditions or events since that notification that management
believes have changed the bank's category. Below are the actual and required
capital ratios for the Corporation and lead bank.

<TABLE>
<CAPTION>
                                                                            To Be Well
                                  September 30, 2006   December 31, 2005   Capitalized
                                  ------------------   -----------------   -----------
<S>                               <C>                  <C>                 <C>
Total risk-based capital ratio
   Corporation                           17.68%              16.99%             N/A
   First Financial Bank                  17.79%              17.09%           10.00%
Tier I risk-based capital ratio
   Corporation                           16.69%              15.99%             N/A
   First Financial Bank                  16.98%              16.20%            6.00%
Tier I leverage capital ratio
   Corporation                           12.51%              11.89%             N/A
   First Financial Bank                  11.31%              11.94%            5.00%
</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
September 30, 2006, 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 including the Chief Executive Officer and Chief Financial Officer,
concluded that disclosure controls and procedures as of September 30, 2006 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 was no change in the Corporation's
internal control over financial reporting that occurred during the quarter ended
September 30, 2006 that have materially affected, or is reasonably likely to
materially affect, the Corporation's internal control over financial reporting.


                                                                              13

<PAGE>

                           PART II - Other Information

ITEM 1. Legal Proceedings.

     There are no material pending legal proceedings, other than routine
litigation incidental to the business of the Corporation or its subsidiaries, to
which the Corporation or any of the subsidiaries is a party or of which any of
their respective property is subject. Further, there is no material legal
proceeding in which any director, officer, principal shareholder, or affiliate
of the Corporation or any of its subsidiaries, or any associate of such
director, officer, principal shareholder or affiliate is a party, or has a
material interest, adverse to the Corporation or any of its subsidiaries.

ITEM 1A. Risk Factors.

     There have been no material changes in the risk factors from those
disclosed in the Corporation's 2005 Annual Report on Form 10-K.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

     (a)  None.

     (b)  Not applicable.

     (c)  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           (d)
                                (a)               (b)         Purchased As Part Of     Maximum Number Of
                          Total Number Of    Average Price     Publicly Announced     Shares That May Yet
                         Shares Purchased   Paid Per Share     Plans Or Programs *       Be Purchased *
                         ----------------   --------------   ----------------------   -------------------
<S>                      <C>                <C>              <C>                      <C>
July 1 - 31, 2006                 --                --                 N/A                    N/A
August 1 - 31, 2006           11,700             29.85                 N/A                    N/A
September 1 - 30, 2006            --                                   N/A                    N/A
Total                         11,700             29.85                 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.

Not applicable.


                                                                              14

<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 Exhibit 3(i)
               of the Corporation's Form 10-Q filed for the quarter ended
               September 30, 2002.

3.2            Code of By-Laws of First Financial Corporation, incorporated by
               reference to Exhibit 3(ii) of the Corporation's Form 10-Q filed
               for the quarter ended September 30, 2002.

10.1           Employment Agreement for Norman L. Lowery, dated March 29, 2006
               and effective January 1, 2006, incorporated by reference to
               Exhibit 10.1 to the Corporation's Form 8-K filed on March 31,
               2006.

10.2           2001 Long-Term Incentive Plan of First Financial Corporation,
               incorporated by reference to Exhibit 10.3 of the Corporation's
               Form 10-Q filed for the quarter ended September 30, 2002.

10.3           2006 Schedule of Director Compensation, incorporated by
               reference to Exhibit 10.3 of the Corporation's Form 10-K filed
               for the fiscal year ended December 31, 2005.

10.4           First Amendment to 2001 Long-Term Incentive Plan of First
               Financial Corporation.

10.5           Second Amendment to 2001 Long-Term Incentive Plan of First
               Financial Corporation.

10.6           2006 Schedule of Named Executive Officer Compensation,
               incorporated by reference to Exhibit 10.4 of the Corporation's
               Form 10-K filed for the fiscal year ended December 31, 2005.

10.7           First Financial Executives' Supplemental Retirement Plan.

10.8           First Amendment to First Financial Corporation Executives'
               Supplemental Retirement Plan.

10.9           Second Amendment to First Financial Corporation Executives'
               Supplemental Retirement Plan.

10.10          First Financial Corporation Executives' Deferred Compensation
               Plan.

10.11          First Amendment to First Financial Corporation Executives'
               Deferred Compensation Plan.

31.1           Sarbanes-Oxley Act 302 Certification for Quarterly Report on
               Form 10-Q for the quarter ended September 30, 2006 by Principal
               Executive Officer, dated November 3, 2006.

31.2           Sarbanes-Oxley Act 302 Certification for Quarterly Report on
               Form 10-Q for the quarter ended September 30, 2006 by Principal
               Financial Officer, dated November 3, 2006.

32.1           Certification, dated November 3, 2006, of Principal Executive
               Officer and Principal Financial Officer pursuant to Section 906
               of the Sarbanes-Oxley Act on Form 10-Q for the quarter ended
               September 30, 2006.
</TABLE>


                                                                              15

<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: November 3, 2006                  By /s/ Donald E. Smith
                                           -------------------------------------
                                           Donald E. Smith, Chairman


Date: November 3, 2006                  By /s/ Norman L. Lowery
                                           -------------------------------------
                                           Norman L. Lowery, Vice Chairman and
                                           CEO


Date: November 3, 2006                  By /s/ Michael A. Carty
                                           -------------------------------------
                                           Michael A. Carty, Treasurer and CFO


                                                                              16

<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 Exhibit 3(i) of the
               Corporation's Form 10-Q filed for the quarter ended September 30,
               2002.

3.2            Code of By-Laws of First Financial Corporation, incorporated by
               reference to Exhibit 3(ii) of the Corporation's Form 10-Q filed
               for the quarter ended September 30, 2002.

10.1           Employment Agreement for Norman L. Lowery, dated March 29, 2006
               and effective January 1, 2006, incorporated by reference to
               Exhibit 10.1 to the Corporation's Form 8-K filed on March 31,
               2006.

10.2           2001 Long-Term Incentive Plan of First Financial Corporation,
               incorporated by reference to Exhibit 10.3 of the Corporation's
               Form 10-Q filed for the quarter ended September 30, 2002.

10.3           2006 Schedule of Director Compensation, incorporated by reference
               to Exhibit 10.3 of the Corporation's Form 10-K filed for the
               fiscal year ended December 31, 2005.

10.4           First Amendment to 2001 Long-Term Incentive Plan of First
               Financial Corporation.

10.5           Second Amendment to 2001 Long-Term Incentive Plan of First
               Financial Corporation.

10.6           2006 Schedule of Named Executive Officer Compensation,
               incorporated by reference to Exhibit 10.4 of the Corporation's
               Form 10-K filed for the fiscal year ended December 31, 2005.

10.7           First Financial Executives' Supplemental Retirement Plan.

10.8           First Amendment to First Financial Corporation Executives'
               Supplemental Retirement Plan.

10.9           Second Amendment to First Financial Corporation Executives'
               Supplemental Retirement Plan.

10.10          First Financial Corporation Executives' Deferred Compensation
               Plan.

10.11          First Amendment to First Financial Corporation Executives'
               Deferred Compensation Plan.

31.1           Sarbanes-Oxley Act 302 Certification for Quarterly Report on
               Form 10-Q for the quarter ended September 30, 2006 by Principal
               Executive Officer, dated November 3, 2006.

31.2           Sarbanes-Oxley Act 302 Certification for Quarterly Report on
               Form 10-Q for the quarter ended September 30, 2006 by Principal
               Financial Officer, dated November 3, 2006.

32.1           Certification, dated November 3, 2006, of Principal Executive
               Officer and Principal Financial Officer pursuant to Section 906
               of the Sarbanes-Oxley Act on Form 10-Q for the quarter ended
               September 30, 2006.
</TABLE>


                                                                              17
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>2
<FILENAME>c09881exv10w4.txt
<DESCRIPTION>FIRST AMENDMENT TO 2001 LONG-TERM INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.4

                                 FIRST AMENDMENT
                                       OF
                           FIRST FINANCIAL CORPORATION
                          2001 LONG-TERM INCENTIVE PLAN

     WHEREAS, First Financial Corporation (the "Corporation") maintains the
First Financial Corporation 2001 Long-Term Incentive Plan (the "LTIP"), which
was effective January 1, 2001; and

     WHEREAS, the Corporation has reserved the right to amend the LTIP pursuant
to Subsection 18(a) of the LTIP, and now desires to amend the LTIP;

     NOW, THEREFORE, pursuant to Subsection 18(a) of the LTIP, the LTIP is
hereby amended, effective as of January 1, 2001, in the following particulars:

     1.   By replacing Subsection 2(f)(2) of the LTIP with the following:

               "(2) ACQUISITION OF SIGNIFICANT SHARE OWNERSHIP. Any 'person'
          including a 'group', who as of the Effective Date of this Plan owns
          less than 20% of the combined voting power of the outstanding equity
          securities of the Company, is or becomes the 'beneficial owner,'
          directly or indirectly, of equity securities of the Company
          representing 20% or more of the combined voting power of the
          outstanding equity securities of the Company (with the terms in
          quotation marks having the meaning set forth in the federal securities
          laws);"

     2.   By replacing Subsection 2(f)(3) of the LTIP with the following:

               "(3) CHANGE IN BOARD COMPOSITION. During any period of two
          consecutive years, individuals who constitute the Company'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 2(f)(3) - 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 Company's
          Board of Directors for election by stockholders, or (ii) elected to
          fill a vacancy on the Company's Board of Directors, shall be deemed to
          have been a director at the beginning of the two-year period."

     3.   By replacing Subsection 2(f)(4) of the LTIP with the following:

               "The Company (i) transfers substantially all of its assets to
          another corporation or business entity which is not a wholly owned
          subsidiary of the Company, or (ii) sells substantially all of the
          assets of a subsidiary or affiliate which constitutes 20% or more of
          the assets of the Company and is a subsidiary or affiliate as of the
          effective date of this Plan."

<PAGE>

     4.   By inserting the words "or its successor" after the phrase
          "Participant as a director of the Company" where the phrase appears in
          Subsection 2(j)(1) of the LTIP.

     IN WITNESS WHEREOF, the employer has caused this amendment to be executed
on its behalf by its duly authorized officer this __________ day of
_______________, 2002, but effective as of January 1, 2002.

                                        FIRST FINANCIAL CORPORATION


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------

ATTEST:


By:
    ---------------------------------
Its:
     --------------------------------


                                        2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>3
<FILENAME>c09881exv10w5.txt
<DESCRIPTION>SECOND AMENDMENT TO 2001 LONG-TERM INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.5

                                SECOND AMENDMENT
                                       TO
                           FIRST FINANCIAL CORPORATION
                          2001 LONG-TERM INCENTIVE PLAN
                           (Effective January 1, 2001)

     WHEREAS, First Financial Corporation (the "Employer") maintains the First
Financial Executives' Deferred Compensation Plan (Effective January 1, 2001)
(the "LTIP"); and

     WHEREAS, the Employer has determined that the LTIP should be amended to
freeze participation in the LTIP and to freeze benefit accruals under the LTIP
as of December 31, 2004; and

     WHEREAS, the Board of Directors of the Employer has authorized such
amendments to the LTIP as set forth below;

     NOW, THEREFORE, pursuant to the power reserved to the Board of Directors
under Article VII of the LTIP, the LTIP is hereby amended, effective December
31, 2004, as follows:

                                  "SUPPLEMENT A
                               FREEZE OF THE PLAN

          A-1 Application. The purpose of this Supplement is to freeze the Plan
     effective December 31, 2004. The provisions of this Supplement supersede
     the provisions of the Plan to the extent necessary to eliminate any
     inconsistency between the Plan and this Supplement.

          A-2 Freeze Effective Date. Notwithstanding any provision of the Plan
     to the contrary, the Plan will be "frozen" effective December 31, 2004 (the
     "Freeze Date") in accordance with the provisions of the Plan as modified by
     this Supplement.

          A-3 Cessation of Benefit Accrual. A Participant's benefit under the
     Plan will be limited to his accrued benefit as of the Freeze Date, which
     will equal the Participant's vested Account balance as of December 31,
     2004. Participants will not accrue any additional benefits after the Freeze
     Date. Investment credits earned after the Freeze Date shall continue to be
     allocated to Participant Accounts under the Plan.

          A-4 Continued Participation. All individuals who are Participants on
     the Freeze Date will continue as Participants with respect to their vested
     Accounts under the Plan until the balances in those Accounts are
     distributed to them or to their beneficiaries as

<PAGE>

     provided under the terms of the Plan. No other individual will become a
     Participant after the Freeze Date.

          A-5 Distribution of Benefits. No distribution of benefits will be made
     to or for the benefit of Participants solely as a result of the freeze of
     the Plan. Benefits will be paid at the time and in the manner provided for
     under the terms of the Plan."

     The Plan shall remain the same in all other respects.

     IN WITNESS WHEREOF, First Financial Corporation has caused this amendment
to be executed on its behalf by its duly authorized officers this _____ day of
December, 2005, but effective as of December 31, 2004.

                                        FIRST FINANCIAL CORPORATION


                                        By:
                                            ------------------------------------
                                            Norman L. Lowery, Chief Executive
                                            Officer

ATTEST:


- -------------------------------------
Michael A. Carty,
Chief Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>4
<FILENAME>c09881exv10w7.txt
<DESCRIPTION>SUPPLEMENT RETIREMENT PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.7

                                 FIRST FINANCIAL

                    EXECUTIVES' SUPPLEMENTAL RETIREMENT PLAN

                         EFFECTIVE DATE: JANUARY 1, 1997

<PAGE>

                                 FIRST FINANCIAL
                    EXECUTIVES' SUPPLEMENTAL RETIREMENT PLAN

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                     PAGE
- -------                                                                     ----
<S>                                                                         <C>
      INTRODUCTION.......................................................     1

I.    DEFINITIONS........................................................     1
      1.1  Board.........................................................     1
      1.2  Code..........................................................     1
      1.3  Committee.....................................................     1
      1.4  Company.......................................................     1
      1.5  Compensation..................................................     1
      1.6  Disability....................................................     1
      1.7  Effective Date................................................     1
      1.8  Employee......................................................     1
      1.9  Employer......................................................     1
      1.10 Participant...................................................     2
      1.11 Plan..........................................................     2
      1.12 Plan Year.....................................................     2

II.   ELIGIBILITY AND PARTICIPATION......................................     2

III.  CONTRIBUTIONS AND ALLOCATIONS......................................     2
      3.1  Supplemental Benefit..........................................     2
      3.2  Amount of Benefit.............................................     2

IV.   INVESTMENT OF CONTRIBUTIONS........................................     2
      4.1  Investments...................................................     2
      4.2  Unsecured Contractual Rights..................................     3

V.    DISTRIBUTIONS......................................................     3
      5.1  Distribution of Benefits......................................     3
      5.2  Designation of Beneficiaries..................................     3
</TABLE>


                                       -i-

<PAGE>

<TABLE>
<S>                                                                         <C>
VI.   PLAN ADMINISTRATION................................................     3
      6.1  Administration by the Committee...............................     3
      6.2  Powers and Responsibilities of the Committee..................     4
      6.3  Liabilities...................................................     4
      6.4  Claims Procedure..............................................     4
      6.5  Income and Employment Tax Withholding.........................     6

VII.  AMENDMENT AND TERMINATION OF THE PLAN..............................     6
      7.1  Amendment of the Plan.........................................     6
      7.2  Termination of the Plan.......................................     6

VIII. MISCELLANEOUS......................................................     6
      8.1  Governing Law.................................................     6
      8.2  Headings and Gender...........................................     6
      8.3  Participant's Rights; Acquittance.............................     6
      8.4  Spendthrift Clause............................................     6
      8.5  Counterparts..................................................     6
      8.6  No Enlargement of Employment Rights...........................     6
      8.7  Limitations on Liability......................................     7
      8.8  Incapacity for Participant or Beneficiary.....................     7
      8.9  Corporate Successors..........................................     7
      8.10 Evidence......................................................     7
      8.11 Action by Employers...........................................     7
      8.12 Severability..................................................     7

      SIGNATURES.........................................................     8
</TABLE>


                                      -ii-

<PAGE>

                                  INTRODUCTION

     The purpose of this Plan is to permit a select group of management or
highly compensated Employees to elect to defer compensation from the Employers
without regard to the limitations imposed by the Code on the benefits which may
accrue to those Employees under the Employers' tax-qualified retirement plans
and to provide supplemental retirement benefits to help recompense the Employees
for benefits lost due to the imposition of Code limitations on tax-qualified
retirement benefits. It is the intention of the Employers that the Plan shall
constitute an unfunded arrangement maintained for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees for federal income tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended.

                                    ARTICLE I
                                   DEFINITIONS

     Whenever the initial letter of a word or phrase is capitalized herein, the
following words and phrases shall have the meanings stated below unless a
different meaning is plainly required by the context:

     1.1 "Board" means the Board of Directors of the Company.

     1.2 "Code" means the Internal Revenue Code, as amended.

     1.3 "Committee" means the Compensation Committee of the Company's Board of
Directors.

     1.4 "Company" means First Financial Corporation.

     1.5 "Compensation" means the Participant's total compensation from his
Employer for a calendar year, other than deferred compensation that is currently
includable in gross income, including any salary reduction Employer
contributions made on behalf of the Participant under a plan which qualifies
under Section 401(k) of the Code and/or Section 125 of the Code. Compensation
taken into account under the Plan shall not be limited as provided in Section
401(a)(17) of the Code.

     1.6 "Disabled" or "Disability" means any disability that would qualify as a
disability under Section 22(c)(3) of the Code.

     1.7 "Effective Date" means January 1, 1997.

     1.8 "Employee" means any individual who is employed by an Employer.

     1.9 "Employer" means the Company and any other entity the Company allows to
adopt and become a co-sponsor of the Plan.


                                       -1-

<PAGE>

     1.10 "Participant" means a salaried executive Employee of an Employer who
becomes a Participant pursuant to the provisions of Article II of the Plan.

     1.11 "Plan" means the deferred compensation plan embodied herein, as
amended from time to time, known as the First Financial Executives' Supplemental
Retirement Plan.

     1.12 "Plan Year" means the 12-month period beginning each January 1 and
ending on the following December 31.

                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

     A member of a select group of management or highly compensated Employees is
eligible to become a Participant in the Plan provided the Employee is designated
as a Participant by the Committee in writing. A designated Employee will become
a Participant as of the later of the Effective Date or the date specified by the
Committee. A Participant may be removed as an active Participant by the
Committee effective as of any date, so that he will not be entitled to benefits
under the Plan on or after that date. However, notwithstanding the provisions of
this Article II, Donald Smith shall not be a Participant under the Plan.

                                   ARTICLE III
                          CONTRIBUTIONS AND ALLOCATIONS

     3.1 Supplemental Benefit. A Participant, or, in the event of his death, his
beneficiary, shall be entitled to benefits under the Plan if the Participant's
employment with the Employer terminates and the benefits payable under the
pension plan to the Participant or his beneficiary are reduced because of: (i)
the maximum benefit limitation imposed by Code Section 415 or (ii) the Code
Section 401(a)(17) limitation on the amount of the Participant's compensation
that may be considered for purposes of determining benefits under the Plan.

     3.2 Amount of Benefits. The total amount of benefits payable under this
Plan to a Participant or, in the event of his death, to his beneficiary, shall
equal the difference, if any, between the amount of benefit that would have been
paid under the pension plan if limitations imposed by Code Section 415 and Code
Section 401(a)(17) did not apply, and the amount of benefit which is actually
payable under the pension plan to the Participant or his beneficiary.


                                       -2-

<PAGE>

                                   ARTICLE IV
                           INVESTMENT OF CONTRIBUTIONS

     4.1 Investments. All benefits under the Plan may be invested in a so-called
irrevocable "rabbi" trust established and maintained by the Company to provide
for the benefits created by this Plan. No provision of the Plan shall impose or
be deemed to impose any obligation upon the Employers, other than an unsecured
contractual obligation to make a cash payment to Participants and their
beneficiaries in accordance with the terms of the Plan. Benefits payable under
the Plan shall be paid directly by the Employers from their general assets to
the extent not paid from the rabbi trust established by the Company.

     4.2 Unsecured Contractual Rights. The Plan at all times shall be unfunded
and shall constitute a mere promise by the Employers to make benefit payments in
the future. Notwithstanding any other provision of this Plan, neither a
Participant nor his designated beneficiary shall have any preferred claim on, or
any beneficial ownership interest in, any assets of the Employers prior to the
time benefits are paid as provided in Article V. All rights created under this
Plan shall be mere unsecured contractual rights of the Participant against the
Employers.

                                    ARTICLE V
                                  DISTRIBUTIONS

     5.1 Distribution of Benefits. Any benefits to which a Participant or his
beneficiary becomes entitled to receive under this Plan shall be distributed at
the same time(s) and in the same form(s) as the Participant's or beneficiary's
benefits are distributed under the pension plan. A Participant or beneficiary
who is entitled to receive benefits under the Plan will continue to be entitled
to receive such payments regardless of other employment or self-employment.

     5.2 Designation of Beneficiaries. The Participant may designate a primary
and contingent beneficiary or beneficiaries on forms provided by the Committee,
which for this purpose may include the Participation Agreement. Such designation
may be changed at any time for any reason by the Participant. If the Participant
fails to designate a beneficiary, or if such designation shall for any reason be
illegal or ineffective, or if the designated beneficiary(ies) shall not survive
the Participant, his benefits under the Plan shall be paid: (i) to his surviving
spouse; (ii) if there is no surviving spouse, to the duly appointed and
qualified executor or other personal representative of the Participant to be
distributed in accordance with the Participant's will or applicable intestacy
law; or (iii) in the event that there shall be no such representative duly
appointed and qualified within 45 days after the date of death of the
Participant, then to such persons as, at the date of his death, who would be
entitled to share in the distribution of the Participant's estate under the
provisions of the applicable statutes then in force governing the descent of
intestate property, in the proportions specified in such statute. The Committee
may determine the identity of the distributees, and in so doing may act and rely
upon any information it may deem reliable upon reasonable inquiry, and upon any
affidavit, certificate, or other document believed by it to be genuine, and upon
any evidence believed by it to be sufficient.


                                       -3-

<PAGE>

                                   ARTICLE VI
                               PLAN ADMINISTRATION

     6.1 Administration by the Committee. The Committee shall be responsible for
administering the Plan. Except as the Company shall otherwise expressly
determine, the Committee shall be charged with the full power and the
responsibility for administering the Plan in all its details.

     6.2 Powers and Responsibilities of the Committee.

          (a)  The Committee shall have all powers necessary to administer the
               Plan, including the power to construe and interpret the Plan
               documents; to decide all questions relating to an individual's
               eligibility to participate in the Plan; to determine whether a
               Participant has actually retired; to determine the amount, manner
               and timing of any distribution of benefits or withdrawal under
               the Plan; to resolve any claim for benefits in accordance with
               Section 6.4, and to appoint or employ advisors, including legal
               counsel, to render advice with respect to any of the Committee's
               responsibilities under the Plan. Any construction,
               interpretation, or application of the Plan by the Committee shall
               be final, conclusive and binding. All actions by the Committee
               shall be taken pursuant to uniform standards applied to all
               persons similarly situated.

          (b)  Records and Reports. The Committee shall be responsible for
               maintaining sufficient records to determine each Participant's
               eligibility to participate in the Plan.

          (c)  Rules and Decisions. The Committee may adopt such rules as it
               deems necessary, desirable, or appropriate in the administration
               of the Plan. All rules and decisions of the Committee shall be
               applied uniformly and consistently to all Participants in similar
               circumstances. When making a determination or calculation, the
               Committee shall be entitled to rely upon information furnished by
               a Participant or beneficiary, the Employers or the legal counsel
               of an Employer.

          (d)  Application and Forms for Benefits. The Committee may require a
               Participant or beneficiary to complete and file with it an
               application for a benefit, and to furnish all pertinent
               information requested by it. The Committee may rely upon all such
               information so furnished to it, including the Participant's or
               beneficiary's current mailing address.

     6.3 Liabilities. The Committee shall be indemnified and held harmless by
the Employers with respect to any actual or alleged breach of responsibilities
performed or to be performed hereunder.


                                       -4-

<PAGE>

     6.4 Claims Procedure.

          (a)  Filing a Claim. Any Participant or Beneficiary under the Plan may
               file a written claim for a Plan benefit with the Committee or
               with a person named by the Committee to receive claims under the
               Plan.

          (b)  Notice of Denial of Claim. In the event of a denial or limitation
               of any benefit or payment due to or requested by any Participant
               or beneficiary under the Plan ("claimant"), the claimant shall be
               given a written notification containing specific reasons for the
               denial or limitation of his benefit. The written notification
               shall contain specific reference to the pertinent Plan provisions
               on which the denial or limitation of his benefit is based. In
               addition, it shall contain a description of any other material or
               information necessary for the claimant to perfect a claim, and an
               explanation of why such material or information is necessary. The
               notification shall further provide appropriate information as to
               the steps to be taken if the claimant wishes to submit his claim
               for review. This written notification shall be given to a
               claimant within 90 days after receipt of his claim by the
               Committee unless special circumstances require an extension of
               time for processing the claim. If such an extension of time for
               processing is required, written notice of the extension shall be
               furnished to the claimant prior to the termination of said 90-day
               period, and such notice shall indicate the special circumstances
               which make the postponement appropriate.

          (c)  Right of Review. In the event of a denial or limitation of his
               benefit, the claimant or his duly authorized representative shall
               be permitted to review pertinent documents and to submit to the
               Committee issues and comments in writing. In addition, the
               claimant or his duly authorized representative may make a written
               request for a full and fair review of his claim and its denial by
               the Committee; provided, however, that such written request must
               be received by the Committee (or its delegate to receive such
               requests) within 60 days after receipt by the claimant of written
               notification of the denial or limitation of the claim. The 60-day
               requirement may be waived by the Committee in appropriate cases.

          (d)  Decision on Review. A decision shall be rendered by the Committee
               within 60 days after the receipt of the request for review,
               provided that where special circumstances require an extension of
               time for processing the decision, it may be postponed on written
               notice to the claimant (prior to the expiration of the initial
               60-day period) for an additional 60 days after the receipt of
               such request for review. Any decision by the Committee shall be
               furnished to the claimant in writing and shall set forth the
               specific reasons for the decision and the specific Plan
               provisions on which the decision is based.


                                       -5-

<PAGE>

          (e)  Court Action. No Participant or beneficiary shall have the right
               to seek judicial review of a denial of benefits, or to bring any
               action in any court to enforce a claim for benefits prior to
               filing a claim for benefits or exhausting his rights to review
               under this Section 6.4.

     6.5 Income and Employment Tax Withholding. The Employers shall be
responsible for withholding, and the Participant shall agree to such
withholdings from the distribution of his benefit under the Plan of all
applicable federal, state, city and local taxes.

                                   ARTICLE VII
                      AMENDMENT AND TERMINATION OF THE PLAN

     7.1 Amendment of the Plan. The Company shall have the right at any time to
modify, alter or amend the Plan in whole or in part.

     7.2 Termination of the Plan. The Company reserves the right at any time to
terminate the Plan or to reduce or cease benefit accruals at any time.

                                  ARTICLE VIII
                                  MISCELLANEOUS

     8.1 Governing Law. The Plan shall be construed, regulated and administered
according to the laws of the State of Indiana, except in those areas preempted
by the laws of the United States of America in which case such laws will
control.

     8.2 Headings and Gender. The headings and subheadings in the Plan have been
inserted for convenience of reference only and shall not affect the construction
of the provisions hereof. In any necessary construction the masculine shall
include the feminine and the singular the plural, and vice versa.

     8.3 Participant's Rights; Acquittance. No Participant shall acquire any
right to be retained in an Employer's employ by virtue of the Plan, nor, upon
his dismissal, or upon his voluntary termination of employment, shall he have
any right or interest in or to any Plan assets other than as specifically
provided herein.

     8.4 Spendthrift Clause. No benefit or interest available hereunder will be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment by creditors of the Participant
or the Participant's designated beneficiary, either voluntarily or
involuntarily.

     8.5 Counterparts. This Plan may be executed in any number of counterparts,
each of which shall constitute but one and the same instrument and may be
sufficiently evidenced by any one counterpart.


                                       -6-

<PAGE>

     8.6 No Enlargement of Employment Rights. Nothing contained in the Plan
shall be construed as a contract of employment between an Employer and any
person, nor shall the Plan be deemed to give any person the right to be retained
in the employ of an Employer or limit the right of an Employer to employ or
discharge any person with or without cause, or to discipline any Employee.

     8.7 Limitations on Liability. Notwithstanding any of the preceding
provisions of the Plan, none of the Employers, the Committee and each individual
acting as an employee or agent of any of them shall be liable to any
Participant, Employee or beneficiary for any claim, loss, liability or expense
incurred in connection with the Plan, except when the same shall have been
judicially determined to be due to the gross negligence or willful misconduct of
such person.

     8.8 Incapacity of Participant or Beneficiary. If any person entitled to
receive a distribution under the Plan is physically or mentally incapable of
personally receiving and giving a valid receipt for any payment due (unless
prior claim therefor shall have been made by a duly qualified guardian or other
legal representative), then, unless and until claim therefor shall have been
made by a duly appointed guardian or other legal representative of such person,
the Committee may provide for such payment or any part thereof to be made to any
other person or institution then contributing toward or providing for the care
and maintenance of such person. Any such payment shall be a payment for the
account of such person and a complete discharge of any liability of the
Employers and the Plan.

     8.9 Corporate Successors. The Plan shall not be automatically terminated by
a transfer or sale of assets of the Company or by the merger or consolidation of
the Company into or with any other corporation or other entity ("Transaction"),
but the Plan shall be continued after the Transaction only if and to the extent
that the transferee, purchaser or successor entity agrees to continue the Plan.

     8.10 Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person relying
thereon considers pertinent and reliable, and signed, made or presented by the
proper party or parties.

     8.11 Action by Employer. Any action required of or permitted by an Employer
under the Plan shall be by resolution of its Board of Directors or, for the
Company, by resolution of the Board or the Committee or by a person or persons
authorized by resolution of the Board or the Committee.

     8.12 Severability. In the event any provisions of the Plan shall be held to
be illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
endorsed as if such illegal or invalid provisions had never been contained in
the Plan.


                                       -7-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>5
<FILENAME>c09881exv10w8.txt
<DESCRIPTION>FIRST AMENDMENT TO SUPPLEMENTAL RETIREMENT PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.8

                                  AMENDMENT ONE
                                     TO THE
                    FIRST FINANCIAL EXECUTIVES' SUPPLEMENTAL
                                 RETIREMENT PLAN

               (As Amended and Restated Effective January 1, 1997)

     WHEREAS, the First Financial Executives' Supplemental Retirement Plan
("Plan") was established by First Financial Corporation ("Corporation") for the
benefit of a select group of management and highly compensated employees; and

     WHEREAS, pursuant to Section 7.1 of the Plan, the Corporation has reserved
the right to amend the Plan; and

     WHEREAS, the Corporation desires to amend the Plan, to provide that the
supplemental benefit is determined by including in the Participant's
compensation, for purposes of calculating the Supplemental Plan benefit, the
amount of salary deferrals to the First Financial Executives' Deferred
Compensation Plan, which are otherwise excluded from the definition of
compensation under the First Financial Corporation Employees' Pension Plan;

     NOW, THEREFORE, BE IT RESOLVED, that the Plan be, and it hereby is, amended
effective as of January 1, 2000, in the following particulars:

     1. Section 3.1 of the Plan is hereby amended by deleting the first sentence
and replacing it with the following:

     "A Participant, or, in the event of his death, his beneficiary, shall be
     entitled to benefits under the Plan if the Participant's employment with
     the Employer terminates and the benefits payable under the Pension Plan to
     the Participant or his beneficiary are reduced because of: (i) the maximum
     benefit limitation imposed by Code Section 415, (ii) the Code Section
     401(a)(17) limitation on the amount of the Participant's compensation that
     may be considered for purposes of determining his benefits under the
     Pension Plan, or (iii) the exclusion of participant salary deferrals to the
     First Financial Executives' Deferred Compensation Plan from the definition
     of compensation used to determine benefits under the Pension Plan."

     2. Section 3.2 of the Plan is hereby amended by deleting the first sentence
and replacing it with the following:

     "The total amount of benefits payable under this Plan to a Participant or,
     in the event of his death, to his beneficiary, shall equal the difference,
     if any, between the amount of

<PAGE>

     benefit that would have been paid under the Pension Plan if the limitations
     imposed by Code Section 415, Code Section 401(a)(17), the exclusion of
     participant deferrals to the First Financial Executives' Deferred
     Compensation Plan from the definition of compensation used to determine
     benefits under the Pension Plan, and the exclusion of Mr. Lowery from the
     Pension Plan during its 1996 plan year, did not apply, and the amount of
     benefit which is actually payable under the Pension Plan to the Participant
     or his beneficiary."

     All other provisions of the Plan shall remain in effect.

     As evidence of its adoption of this Amendment One, First Financial
Corporation has caused this instrument to be signed by its officers thereunder
duly authorized this ______ day of ______________, 2000, but effective as of
January 1, 2000.

                                        FIRST FINANCIAL CORPORATION


                                        By:
                                            ------------------------------------
                                            Donald E. Smith, President

ATTEST: [SEAL]

- ------------------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>6
<FILENAME>c09881exv10w9.txt
<DESCRIPTION>SECOND AMENDMENT TO SUPPLEMENTAL RETIREMENT PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.9

                                SECOND AMENDMENT
                                       TO
                     FIRST FINANCIAL CORPORATION EXECUTIVES'
                          SUPPLEMENTAL RETIREMENT PLAN
               (As Amended and Restated Effective January 1, 1997)

          WHEREAS, First Financial Corporation (the "Employer") maintains the
First Financial Corporation Executives' Supplemental Retirement Plan (As Amended
and Restated Effective January 1, 1997) (the "SERP"); and

          WHEREAS, the Employer has determined that the SERP should be amended
to (i) freeze participation in the Plan, (ii) freeze benefit accruals under the
Plan as of December 31, 2004 and (iii) offset amounts accrued under the SERP by
amounts payable to a participant under Section 3.3 of the First Financial
Executives' Deferred Compensation Plan; and

          WHEREAS, the Board of Directors of the Employer has authorized such
amendments to the SERP as set forth below;

          NOW, THEREFORE, pursuant to the power reserved to the Board of
Directors under Article VII of the SERP, the SERP is hereby amended, effective
December 31, 2004 as follows:

     1.   By adding the following sentence to the end of Section 3.2:

          "Amounts payable pursuant to this Section will be reduced on a
          dollar-for-dollar basis by amounts payable to the Participant pursuant
          to Section 3.3 of the First Financial Executives' Deferred
          Compensation Plan."

     2.   By adding the following Supplement A to the Plan:

                                  "SUPPLEMENT A
                               FREEZE OF THE PLAN

               A-1 Application. The purpose of this Supplement is to freeze the
          Plan effective December 31, 2004. The provisions of this Supplement
          supersede the provisions of the Plan to the extent necessary to
          eliminate any inconsistency between the Plan and this Supplement.

               A-2 Freeze Effective Date. Notwithstanding any provision of the
          Plan to the contrary, the Plan will be "frozen" effective December 31,
          2004 (the "Freeze

<PAGE>

          Date") in accordance with the provisions of the Plan as modified by
          this Supplement.

               A-3 Cessation of Benefit Accrual. A Participant's benefit under
          the Plan will be limited to his accrued benefit as of the Freeze Date,
          which will equal the present value as of December 31, 2004, of the
          amount to which the Participant would be entitled under the Plan if
          the Participant voluntarily terminated service without cause on
          December 31, 2004 and received a payment of the benefits with the
          maximum value available from the Plan on the earliest possible date
          allowed under the Plan to receive a payment of benefits following the
          termination of services. Participants will not accrue any additional
          benefits after the Freeze Date. Notwithstanding the foregoing, the
          Participant's accrued benefit as of the Freeze Date may increase to
          equal the present value of the benefit the Participant actually
          becomes entitled to, determined under the terms of the Plan as in
          effect on October 3, 2004, without regard to any further services
          rendered by the Participant after December 31, 2004, or any other
          events affecting the amount of or the entitlement to benefits (other
          than the Participant's survival or a participation election under the
          terms of the Plan with respect to the time or form of an available
          benefit).

               A-4 Continued Participation. All employees who are Participants
          on the Freeze Date will continue as Participants with respect to their
          accrued benefits under the Plan until the accrued benefits are
          distributed to them or to their beneficiaries as provided in the Plan.
          No other individual will become a Participant after the Freeze Date.

               A-5 Distribution of Benefits. No distribution of benefits will be
          made to or for the benefit of Participants solely as a result of the
          freeze of the Plan. Benefits will be paid at the time and in the
          manner provided for in the Plan."

         The Plan shall remain the same in all other respects.

          IN WITNESS WHEREOF, First Financial Corporation has caused this
amendment to be executed on its behalf by its duly authorized officers this
_____ day of December, 2005, but effective as of December 31, 2004.

                                        FIRST FINANCIAL CORPORATION


                                        By:
                                            ------------------------------------
                                            Norman L. Lowery, Chief Executive
                                            Officer

ATTEST:

- ------------------------------------
Michael A. Carty, Chief Financial
Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>7
<FILENAME>c09881exv10w10.txt
<DESCRIPTION>DEFERRED COMPENSATION PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.10

                                 FIRST FINANCIAL

                     EXECUTIVES' DEFERRED COMPENSATION PLAN

                         EFFECTIVE DATE: JANUARY 1, 1996

<PAGE>

                                FIRST FINANCIAL
                     EXECUTIVES' DEFERRED COMPENSATION PLAN

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                     PAGE
- -------                                                                     ----
<S>                                                                         <C>
      INTRODUCTION.......................................................     1

I.    DEFINITIONS........................................................     1
      1.1  Adjustment....................................................     1
      1.2  Board.........................................................     1
      1.3  Code..........................................................     1
      1.4  Committee.....................................................     1
      1.5  Company.......................................................     1
      1.6  Compensation..................................................     1
      1.7  Deferral Account..............................................     1
      1.8  Disability....................................................     2
      1.9  Effective Date................................................     2
      1.10 Employee......................................................     2
      1.11 Employer......................................................     2
      1.12 ESOP..........................................................     2
      1.13 ESOP Account..................................................     2
      1.14 Participant...................................................     2
      1.15 Participant Salary Deferral Contributions.....................     2
      1.16 Participation Agreement.......................................     2
      1.17 Plan..........................................................     2
      1.18 Plan Year.....................................................     2

II.   ELIGIBILITY AND PARTICIPATION......................................     2

III.  CONTRIBUTIONS AND ALLOCATIONS......................................     3
      3.1  Participant Salary Deferral Contributions.....................     3
      3.2  Participation Agreement.......................................     3
      3.3  Supplemental Benefit..........................................     4
      3.4  Allocation of Contributions and Adjustments...................     4

IV.   INVESTMENT OF CONTRIBUTIONS........................................     5
      4.1  Investments...................................................     5
      4.2  Unsecured Contractual Rights..................................     5
</TABLE>


                                       -i-

<PAGE>

<TABLE>
<S>                                                                         <C>
V.    DISTRIBUTIONS......................................................     5
      5.1  Time of Payment of Benefits...................................     5
      5.2  Method of Payment of Benefits.................................     6
      5.3  Benefit Payment Elections.....................................     6
      5.4  Death of the Participant and Beneficiary Designation..........     6

VI.   PLAN ADMINISTRATION................................................     7
      6.1  Administration by the Committee...............................     7
      6.2  Powers and Responsibilities of the Committee..................     7
      6.3  Liabilities...................................................     8
      6.4  Claims Procedure..............................................     8
      6.5  Income and Employment Tax Withholding.........................     9

VII.  AMENDMENT AND TERMINATION OF THE PLAN..............................    10
      7.1  Amendment of the Plan.........................................    10
      7.2  Termination of the Plan.......................................    10

VIII. MISCELLANEOUS......................................................    10
      8.1  Governing Law.................................................    10
      8.2  Headings and Gender...........................................    10
      8.3  Participant's Rights; Acquittance.............................    10
      8.4  Spendthrift Clause............................................    10
      8.5  Counterparts..................................................    10
      8.6  No Enlargement of Employment Rights...........................    10
      8.7  Limitations on Liability......................................    10
      8.8  Incapacity for Participant or Beneficiary.....................    11
      8.9  Corporate Successors..........................................    11
      8.10 Evidence......................................................    11
      8.11 Action by Employers...........................................    11
      8.12 Severability..................................................    11

      SIGNATURES.........................................................    12

</TABLE>


                                      -ii-

<PAGE>

                                  INTRODUCTION

     The purpose of this Plan is to permit a select group of management or
highly compensated Employees to elect to defer compensation from the Employers
without regard to the limitations imposed by the Code on the benefits which may
accrue to those Employees under the Employers' tax-qualified retirement plans
and to provide supplemental retirement benefits to help recompense the Employees
for benefits lost due to the imposition of Code limitations on tax-qualified
retirement benefits. It is the intention of the Employers that the Plan shall
constitute an unfunded arrangement maintained for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees for federal income tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended.

                                    ARTICLE I
                                   DEFINITIONS

     Whenever the initial letter of a word or phrase is capitalized herein, the
following words and phrases shall have the meanings stated below unless a
different meaning is plainly required by the context:

     1.1 "Adjustment" means the net increases and decreases in the market value
of the Deferred Account and ESOP Account of each Participant. Such increases and
decreases shall include such items as realized or unrealized investment gains
and losses, if any, and investment income, if any, and may, in the discretion of
the Committee, include expenses properly attributable to administering the Plan.

     1.2 "Board" means the Board of Directors of the Company.

     1.3 "Code" means the Internal Revenue Code, as amended.

     1.4 "Committee" means the Compensation Committee of the Company's Board of
Directors.

     1.5 "Company" means First Financial Corporation.

     1.6 "Compensation" means the Participant's total compensation from his
Employer for a calendar year, other than deferred compensation that is currently
includable in gross income, including any salary reduction Employer
contributions made on behalf of the Participant under this Plan or under a plan
which qualifies under Section 401(k) of the Code and/or Section 125 of the Code.
Compensation taken into account under the Plan shall not be limited as provided
in Section 401(a)(17) of the Code.

     1.7 "Deferral Account" means the individual bookkeeping account maintained
for each Participant in accordance with Section 3.4(a).


                                       -1-

<PAGE>

     1.8 "Disabled" or "Disability" means any disability that would qualify as a
disability under Section 22(c)(3) of the Code.

     1.9 "Effective Date" means January 1, 1996.

     1.10 "Employee" means any individual who is employed by an Employer.

     1.11 "Employer" means the Company and any other entity the Company allows
to adopt and become a co-sponsor of the Plan.

     1.12 "ESOP" means the First Financial Corporation Employee Stock Ownership
Plan, as amended from time to time.

     1.13 "ESOP Account" means the individual bookkeeping account maintained for
each Participant in accordance with Section 3.4(b).

     1.14 "Participant" means a salaried executive Employee of an Employer who
becomes a Participant pursuant to the provisions of Article II of the Plan.

     1.15 "Participant Salary Deferral Contributions" means contributions made
to the Plan pursuant to Section 3.1 by an Employer, at the election of the
Participant, in lieu of Compen-sation, under a Participation Agreement between
the Participant and an Employer. Although the term "contribution" is used for
ease of reference, credits to Participants' individual accounts under the Plan
are merely credits to a bookkeeping account.

     1.16 "Participation Agreement" means the written agreement between the
Participant and an Employer pursuant to which the Participant elects to make
Participant Salary Deferral Contributions, designates his beneficiary(ies),
elects a form of distribution and elects the time at which his benefit will be
distributed under the Plan.

     1.17 "Plan" means the deferred compensation plan embodied herein, as
amended from time to time, known as the First Financial Executives' Deferred
Compensation Plan.

     1.18 "Plan Year" means the 12-month period beginning each January 1 and
ending on the following December 31.

                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

     A member of a select group of management or highly compensated Employees is
eligible to become a Participant in the Plan provided the Employee is designated
as a Participant by the Committee in writing. A designated Employee will become
a Participant as of the later of the Effective Date or the date specified by the
Committee. A Participant may be removed as an active Participant by the
Committee effective as of any date, so that he will not be entitled to make
deferrals or receive benefit accruals under Article III on or after that date.


                                       -2-

<PAGE>

                                   ARTICLE III
                          CONTRIBUTIONS AND ALLOCATIONS

     3.1 Participant Salary Deferral Contributions.

          (a)  Salary Deferral Elections. Subject to the terms and limitations
               of this Article III, an Employer shall reduce a Participant's
               Compensation and make a Salary Deferral Contribution on behalf of
               each Participant with respect to whom a Participation Agreement
               is in effect. The Participation Agreement shall specify the
               percentage (or dollar amount) of the Participant's (i) base
               salary and/or (ii) annual bonus as is mutually agreed upon
               between the Participant and the Committee. Such percentage (or
               dollar amount) shall remain in effect thereafter until another
               percentage (or dollar amount) is agreed upon by the Participant
               and the Committee in accordance with the provisions of Section
               3.2 or until the Committee notifies the Participant that the
               Participant is no longer eligible to make contributions under
               this Section 3.1.

          (b)  Limit on Contributions. The maximum amount of a Participant's
               Compensation that may be subject to Participant Salary Deferral
               Contributions for a Plan Year shall be (i) 50% percent of the
               Participant's base salary and (ii) 100% percent of the
               Participant's annual bonuses.

     3.2 Participation Agreement.

          (a)  Requirement for Participation Agreement. As a condition to an
               Employer's and the Committee's obligation to credit Participant
               Salary Deferral Contributions for the benefit of a Participant
               pursuant to Section 3.1, the Participant must execute a
               Participation Agreement with the Committee (on such forms as
               shall be prescribed by the Committee) in which it is agreed that
               the Participant's Employer will withhold payment of a portion of
               the Participant's Compensation and shall credit such amount
               withheld to the Participant's Deferral Account at the times set
               forth in the Plan.

          (b)  Timing of Execution and Delivery of Participation Agreement. A
               Participation Agreement must be executed by the Participant and
               the Committee on or prior to the 15th day of the month preceding
               the month the Participant is entitled to receive the Compensation
               with respect to which the Participant Salary Deferral
               Contributions specified in the Participation Agreement relate.
               The Participation Agreement shall contain separate provisions for
               the deferral of base salary and annual bonuses.


                                       -3-

<PAGE>

          (c)  Modification of Participant Salary Deferral Contributions. At any
               time, a Participant and the Committee may execute and deliver an
               amended Participation Agreement which increases, decreases,
               commences or terminates Participant Salary Deferral Contributions
               which are attributable to the Participant's base salary.
               Provided, however, such amended Participation Agreement must be
               executed by the Participant and the Committee on or prior to the
               15th day of the month preceding the month the Participant is
               entitled to receive the Compensation with respect to which the
               Participant Salary Deferral Contributions specified in the
               Participation Agreement relate. A Participant and the Committee
               may also execute an amended Participation Agreement which
               increases, decreases, commences or terminates Participant Salary
               Deferral Contributions which are attributable to the
               Participant's annual bonuses. Provided, however, such amended
               Participation Agreement must be executed by the Participant and
               the Committee on or prior to the 15th day of the month preceding
               the month in which the Participant is entitled to receive the
               annual bonus.

     3.3 Supplemental Benefit. An Employer shall make a contribution to each
Participant's ESOP Account for each Plan Year in an amount equal to the amount
that would have been contributed to the ESOP, but for the limitation of Code
Section 401(a)(17), for the benefit of the Participant for the ESOP's plan year
that ends with or within that Plan Year. In addition, the Company shall make a
contribution to Norman L. Lowery's ESOP Account for the 1996 Plan Year equal to
the amount Mr. Lowery would have received under the ESOP for the 1996 plan year,
based on his compensation for that year, but for his failure to satisfy the
ESOP's minimum service entry requirement that year.

     3.4 Allocation of Contributions and Adjustments.

          (a)  Deferral Account. The Committee shall establish and maintain a
               Deferral Account in the name of each Participant, to which the
               Committee shall credit all amounts to be allocated to each
               Participant pursuant to Section 3.1 and 3.2 and from which the
               Committee shall debit all amounts paid to the Participant or his
               designated beneficiary pursuant to Article V.

          (b)  ESOP Account. The Committee shall also establish and maintain an
               ESOP account in the name of each Participant, to which the
               Committee shall credit all amounts to be allocated to each
               Participant pursuant to Section 3.3 and from which the Committee
               shall debit all amounts paid to the Participant or his designated
               beneficiary pursuant to Article V.

          (c)  Determination of Adjustments. Following the allocations made
               pursuant to the foregoing, the Committee shall determine the
               Adjustments for December 31 of each Plan Year, and on such other
               dates as the Committee deems necessary or advisable, by adding
               together all income received, and


                                       -4-

<PAGE>

               realized and unrealized gains and losses, and deducting therefrom
               all taxes, charges or expenses (unless paid separately by the
               Employers in the Committee's discretion, outside the confines of
               this Plan) and any realized and unrealized losses since the most
               recent allocation of Adjustments to Participants' Deferral and
               ESOP Accounts.

          (d)  Allocation of Adjustments. The Adjustments shall be allocated as
               of the allocation date specified in subsection (c) to the
               Deferral and ESOP Accounts of Participants who maintain a credit
               balance in their Deferral and ESOP Accounts as of such date as
               provided in Section 1.1.

                                   ARTICLE IV
                           INVESTMENT OF CONTRIBUTIONS

     4.1 Investments. All contributions under the Plan shall be credited to each
Partici-pant's Deferral Account or ESOP Account as provided in Section 3.4. The
Adjustment to each Participant's Deferral Account shall be determined by the
earnings on the investments made under the Plan through a so-called irrevocable
"rabbi" trust established and maintained by the Company to provide for the
benefits created by this Plan. The Participant may direct the trustee of the
rabbi trust to invest his Deferral Account in any investment approved by the
Committee from time to time, including whole shares of Company common stock. The
Committee may establish any rule or procedure it deems necessary or desirable
concerning the Participant's ability to direct or failure to direct the
investment of the rabbi trust funds. A Participant's ESOP Account shall be
invested in whole shares of Company common stock through the rabbi trust.
Fractional shares shall be invested in shares of Company common stock or in cash
or cash equivalents as determined from time to time by the Committee. No
provision of the Plan shall impose or be deemed to impose any obligation upon
the Employers, other than an unsecured contractual obligation to make a cash
payment to Participants and their beneficiaries in accordance with the terms of
the Plan. Benefits payable under the Plan shall be paid directly by the
Employers from their general assets to the extent not paid from the rabbi trust
established by the Company.

     4.2 Unsecured Contractual Rights. The Plan at all times shall be unfunded
and shall constitute a mere promise by the Employers to make benefit payments in
the future. Notwithstanding any other provision of this Plan, neither a
Participant nor his designated beneficiary shall have any preferred claim on, or
any beneficial ownership interest in, any assets of the Employers prior to the
time benefits are paid as provided in Article V, including any Compensation
deferred by the Participant. All rights created under this Plan shall be mere
unsecured contractual rights of the Participant against the Employers.

                                    ARTICLE V
                                  DISTRIBUTIONS

     5.1 Time of Payment of Benefits. All amounts credited to a Participant's
Deferral and ESOP Accounts, including any Adjustments credited in accordance
with Section 3.4, shall


                                       -5-

<PAGE>

be or commence to be distributed to or for the benefit of a Participant (or his
designated beneficiary) within 60 days after the date the Participant terminates
employment with all the Employers.

     5.2 Method of Payment of Benefits. The balance of a Participant's Deferral
and ESOP Accounts shall be distributed in cash or kind, as determined by the
Committee, in one of the following methods effectively elected by the
Participant in his Participation Agreement:

          (a)  A single lump sum.

          (b)  Installments payable at such monthly, quarterly, semi-annual or
               annual intervals as shall be elected by the Participant, over a
               period not in excess of 20 years.

          (c)  A combination of the methods specified in subsections (a) and
               (b).

     5.3 Benefit Payment Elections.

          (a)  In order to be effective, a Participant's election of the form(s)
               in which his benefits shall be distributed (including benefits
               which become payable as a result of the Participant's death) must
               be made by delivering a Participation Agreement or an amended
               Participation Agreement to the Committee not later than 60 days
               prior to the beginning of the Plan Year in which the Participant
               terminates employment with all of the Employers. If the
               Participant does not elect a form of distribution under Section
               5.2, or such election is not timely or properly made under this
               Section 5.3, his Employer shall pay the entire benefit in the
               form of a single lump sum.

          (b)  In the event a Participant properly elects and is eligible to
               receive his Deferral and ESOP Accounts in the form specified in
               Section 5.2(b), the Participant must specify in his written
               election the frequency of the installment distributions (i.e.,
               monthly, quarterly, semi-annual or annual) and the number of
               years over which the installments are to be distributed.

          (c)  In the event a Participant properly elects and is eligible to
               receive his Deferral and ESOP Accounts in the form specified in
               Section 5.2(c), the Participant must specify in his written
               election the percentage of each account which will be distributed
               in a single lump sum and the percentage of each account which
               will be distributed in installments, including the frequency of
               the installment distributions and the number of years over which
               such installments shall be distributed.

     5.4 Death of the Participant and Beneficiary Designation.


                                       -6-

<PAGE>

          (a)  Form and Time of Payment. In the event of a Participant's death
               prior to the time his benefits under the Plan commence to be
               distributed, the balance in his Deferral and ESOP Accounts shall
               be paid to his designated beneficiary in a single lump sum. Such
               distribution shall be made within 60 days of the date of the
               Participant's death. If the Participant dies after distribution
               of his benefits under the Plan has commenced, his remaining
               benefit, if any, shall be distributed in the same form(s) and at
               the same time(s) as such benefit was being distributed prior to
               his death, or in a single lump sum, if effectively elected by the
               Participant in his most recently filed Participation Agreement.

          (b)  Designation of Beneficiaries. The Participant may designate a
               primary and contingent beneficiary or beneficiaries on forms
               provided by the Committee, which for this purpose may include the
               Participation Agreement. Such designation may be changed at any
               time for any reason by the Participant. If the Participant fails
               to designate a beneficiary, or if such designation shall for any
               reason be illegal or ineffective, or if the designated
               beneficiary(ies) shall not survive the Participant, his benefits
               under the Plan shall be paid: (i) to his surviving spouse; (ii)
               if there is no surviving spouse, to the duly appointed and
               qualified executor or other personal representative of the
               Participant to be distributed in accordance with the
               Participant's will or applicable intestacy law; or (iii) in the
               event that there shall be no such representative duly appointed
               and qualified within 45 days after the date of death of the
               Participant, then to such persons as, at the date of his death,
               who would be entitled to share in the distribution of the
               Participant's estate under the provisions of the applicable
               statutes then in force governing the descent of intestate
               property, in the proportions specified in such statute. The
               Committee may determine the identity of the distributees, and in
               so doing may act and rely upon any information it may deem
               reliable upon reasonable inquiry, and upon any affidavit,
               certificate, or other document believed by it to be genuine, and
               upon any evidence believed by it to be sufficient.

                                   ARTICLE VI
                               PLAN ADMINISTRATION

     6.1 Administration by the Committee. The Committee shall be responsible for
administering the Plan. Except as the Company shall otherwise expressly
determine, the Committee shall be charged with the full power and the
responsibility for administering the Plan in all its details.

     6.2 Powers and Responsibilities of the Committee.

          (a)  The Committee shall have all powers necessary to administer the
               Plan, including the power to construe and interpret the Plan
               documents; to


                                       -7-

<PAGE>

               decide all questions relating to an individual's eligibility to
               participate in the Plan; to determine whether a Participant has
               actually retired; to determine the amount, manner and timing of
               any distribution of benefits or withdrawal under the Plan; to
               resolve any claim for benefits in accordance with Section 6.4,
               and to appoint or employ advisors, including legal counsel, to
               render advice with respect to any of the Committee's
               responsibilities under the Plan. Any construction,
               interpretation, or application of the Plan by the Committee shall
               be final, conclusive and binding. All actions by the Committee
               shall be taken pursuant to uniform standards applied to all
               persons similarly situated.

          (b)  Records and Reports. The Committee shall be responsible for
               maintaining sufficient records to determine each Participant's
               eligibility to participate in the Plan, and the Compensation of
               each Participant for purposes of determining the amount of
               contributions that may be made by or on behalf of the Participant
               under the Plan.

          (c)  Rules and Decisions. The Committee may adopt such rules as it
               deems necessary, desirable, or appropriate in the administration
               of the Plan. All rules and decisions of the Committee shall be
               applied uniformly and consistently to all Participants in similar
               circumstances. When making a determination or calculation, the
               Committee shall be entitled to rely upon information furnished by
               a Participant or beneficiary, the Employers or the legal counsel
               of an Employer.

          (d)  Application and Forms for Benefits. The Committee may require a
               Participant or beneficiary to complete and file with it an
               application for a benefit, and to furnish all pertinent
               information requested by it. The Committee may rely upon all such
               information so furnished to it, including the Participant's or
               beneficiary's current mailing address.

     6.3 Liabilities. The Committee shall be indemnified and held harmless by
the Employers with respect to any actual or alleged breach of responsibilities
performed or to be performed hereunder.

     6.4 Claims Procedure.

          (a)  Filing a Claim. Any Participant or Beneficiary under the Plan may
               file a written claim for a Plan benefit with the Committee or
               with a person named by the Committee to receive claims under the
               Plan.

          (b)  Notice of Denial of Claim. In the event of a denial or limitation
               of any benefit or payment due to or requested by any Participant
               or beneficiary under the Plan ("claimant"), the claimant shall be
               given a written notification containing specific reasons for the
               denial or limitation of his


                                       -8-

<PAGE>

               benefit. The written notification shall contain specific
               reference to the pertinent Plan provisions on which the denial or
               limitation of his benefit is based. In addition, it shall contain
               a description of any other material or information necessary for
               the claimant to perfect a claim, and an explanation of why such
               material or information is necessary. The notification shall
               further provide appropriate information as to the steps to be
               taken if the claimant wishes to submit his claim for review. This
               written notification shall be given to a claimant within 90 days
               after receipt of his claim by the Committee unless special
               circumstances require an extension of time for processing the
               claim. If such an extension of time for processing is required,
               written notice of the extension shall be furnished to the
               claimant prior to the termination of said 90-day period, and such
               notice shall indicate the special circumstances which make the
               postponement appropriate.

          (c)  Right of Review. In the event of a denial or limitation of his
               benefit, the claimant or his duly authorized representative shall
               be permitted to review pertinent documents and to submit to the
               Committee issues and comments in writing. In addition, the
               claimant or his duly authorized representative may make a written
               request for a full and fair review of his claim and its denial by
               the Committee; provided, however, that such written request must
               be received by the Committee (or its delegate to receive such
               requests) within 60 days after receipt by the claimant of written
               notification of the denial or limitation of the claim. The 60-day
               requirement may be waived by the Committee in appropriate cases.

          (d)  Decision on Review. A decision shall be rendered by the Committee
               within 60 days after the receipt of the request for review,
               provided that where special circumstances require an extension of
               time for processing the decision, it may be postponed on written
               notice to the claimant (prior to the expiration of the initial
               60-day period) for an additional 60 days after the receipt of
               such request for review. Any decision by the Committee shall be
               furnished to the claimant in writing and shall set forth the
               specific reasons for the decision and the specific Plan
               provisions on which the decision is based.

          (e)  Court Action. No Participant or beneficiary shall have the right
               to seek judicial review of a denial of benefits, or to bring any
               action in any court to enforce a claim for benefits prior to
               filing a claim for benefits or exhausting his rights to review
               under this Section 6.4.

     6.5 Income and Employment Tax Withholding. The Employers shall be
responsible for withholding, and the Participant shall agree to such
withholdings in his Participation Agreement from the Participant's Compensation
or from the distribution of his benefit under the Plan of all applicable
federal, state, city and local taxes.


                                       -9-

<PAGE>

                                   ARTICLE VII
                      AMENDMENT AND TERMINATION OF THE PLAN

     7.1 Amendment of the Plan. The Company shall have the right at any time to
modify, alter or amend the Plan in whole or in part.

     7.2 Termination of the Plan. The Company reserves the right at any time to
terminate the Plan or to reduce or cease benefit accruals at any time.

                                  ARTICLE VIII
                                  MISCELLANEOUS

     8.1 Governing Law. The Plan shall be construed, regulated and administered
according to the laws of the State of Indiana, except in those areas preempted
by the laws of the United States of America in which case such laws will
control.

     8.2 Headings and Gender. The headings and subheadings in the Plan have been
inserted for convenience of reference only and shall not affect the construction
of the provisions hereof. In any necessary construction the masculine shall
include the feminine and the singular the plural, and vice versa.

     8.3 Participant's Rights; Acquittance. No Participant shall acquire any
right to be retained in an Employer's employ by virtue of the Plan, nor, upon
his dismissal, or upon his voluntary termination of employment, shall he have
any right or interest in or to any Plan assets other than as specifically
provided herein.

     8.4 Spendthrift Clause. No benefit or interest available hereunder will be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment by creditors of the Participant
or the Participant's designated beneficiary, either voluntarily or
involuntarily.

     8.5 Counterparts. This Plan may be executed in any number of counterparts,
each of which shall constitute but one and the same instrument and may be
sufficiently evidenced by any one counterpart.

     8.6 No Enlargement of Employment Rights. Nothing contained in the Plan
shall be construed as a contract of employment between an Employer and any
person, nor shall the Plan be deemed to give any person the right to be retained
in the employ of an Employer or limit the right of an Employer to employ or
discharge any person with or without cause, or to discipline any Employee.

     8.7 Limitations on Liability. Notwithstanding any of the preceding
provisions of the Plan, none of the Employers, the Committee and each individual
acting as an employee or agent of any of them shall be liable to any
Participant, Employee or beneficiary for any claim, loss,


                                      -10-

<PAGE>

liability or expense incurred in connection with the Plan, except when the same
shall have been judicially determined to be due to the gross negligence or
willful misconduct of such person.

     8.8 Incapacity of Participant or Beneficiary. If any person entitled to
receive a distribution under the Plan is physically or mentally incapable of
personally receiving and giving a valid receipt for any payment due (unless
prior claim therefor shall have been made by a duly qualified guardian or other
legal representative), then, unless and until claim therefor shall have been
made by a duly appointed guardian or other legal representative of such person,
the Committee may provide for such payment or any part thereof to be made to any
other person or institution then contributing toward or providing for the care
and maintenance of such person. Any such payment shall be a payment for the
account of such person and a complete discharge of any liability of the
Employers and the Plan.

     8.9 Corporate Successors. The Plan shall not be automatically terminated by
a transfer or sale of assets of the Company or by the merger or consolidation of
the Company into or with any other corporation or other entity ("Transaction"),
but the Plan shall be continued after the Transaction only if and to the extent
that the transferee, purchaser or successor entity agrees to continue the Plan.

     8.10 Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person relying
thereon considers pertinent and reliable, and signed, made or presented by the
proper party or parties.

     8.11 Action by Employer. Any action required of or permitted by an Employer
under the Plan shall be by resolution of its Board of Directors or, for the
Company, by resolution of the Board or the Committee or by a person or persons
authorized by resolution of the Board or the Committee.

     8.12 Severability. In the event any provisions of the Plan shall be held to
be illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
endorsed as if such illegal or invalid provisions had never been contained in
the Plan.


                                      -11-

<PAGE>

                                   SIGNATURES

     IN WITNESS WHEREOF, the Company has caused this First Financial Executives'
Deferred Compensation Plan to be executed by its officers thereunder duly
authorized, this _____day of _____________________, 1996, but effective as of
January 1, 1996.

                                        FIRST FINANCIAL CORPORATION


                                        By:
                                            ------------------------------------
                                            Donald E. Smith
                                        Its: Chairman of the Board

ATTEST:


- ------------------------------------
John W. Perry
Its: Secretary



                                      -12-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>8
<FILENAME>c09881exv10w11.txt
<DESCRIPTION>FIRST AMENDMENT TO DEFERRED COMPENSATION PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.11

                                 FIRST AMENDMENT
                                       TO
                           FIRST FINANCIAL CORPORATION
                     EXECUTIVES' DEFERRED COMPENSATION PLAN
               (As Amended and Restated Effective January 1, 1996)

     WHEREAS, First Financial Corporation (the "Employer") maintains the First
Financial Executives' Deferred Compensation Plan (As Amended and Restated
Effective January 1, 1996) (the "EDCP"); and

     WHEREAS, the Employer has determined that the EDCP should be amended to
freeze participation in the EDCP and to freeze benefit accruals under the EDCP
as of December 31, 2004; and

     WHEREAS, the Board of Directors of the Employer has authorized such
amendments to the EDCP as set forth below;

     NOW, THEREFORE, pursuant to the power reserved to the Board of Directors
under Article VII of the EDCP, the EDCP is hereby amended, effective December
31, 2004, as follows:

                                  "SUPPLEMENT A
                               FREEZE OF THE PLAN

          A-1 Application. The purpose of this Supplement is to freeze the Plan
     effective December 31, 2004. The provisions of this Supplement supersede
     the provisions of the Plan to the extent necessary to eliminate any
     inconsistency between the Plan and this Supplement.

          A-2 Freeze Effective Date. Notwithstanding any provision of the Plan
     to the contrary, the Plan will be "frozen" effective December 31, 2004 (the
     "Freeze Date") in accordance with the provisions of the Plan as modified by
     this Supplement.

          A-3 Cessation of Benefit Accrual. A Participant's benefit under the
     Plan will be limited to his accrued benefit as of the Freeze Date, which
     will equal the Participant's vested Deferral Account balance and ESOP
     Account balance as of December 31, 2004. Participants will not accrue any
     additional benefits after the Freeze Date. Investment credits earned after
     the Freeze Date shall continue to be allocated to Deferral Accounts and
     ESOP Accounts under the Plan.

<PAGE>

          A-4 Continued Participation. All employees who are Participants on the
     Freeze Date will continue as Participants with respect to their Deferral
     Accounts and ESOP Accounts under the Plan until the balances in those
     Accounts are distributed to them or to their beneficiaries as provided
     under the terms of the Plan. No other individual will become a Participant
     after the Freeze Date.

          A-5 Distribution of Benefits. No distribution of benefits will be made
     to or for the benefit of Participants solely as a result of the freeze of
     the Plan. Benefits will be paid at the time and in the manner provided for
     under the terms of the Plan."

     The Plan shall remain the same in all other respects.

     IN WITNESS WHEREOF, First Financial Corporation has caused this amendment
to be executed on its behalf by its duly authorized officers this _____ day of
December, 2005, but effective as of December 31, 2004.

                                        FIRST FINANCIAL CORPORATION


                                        By:
                                            ------------------------------------
                                            Norman L. Lowery, Chief Executive
                                            Officer

ATTEST:


- -------------------------------------
Michael A. Carty,
Chief Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>9
<FILENAME>c09881exv31w1.txt
<DESCRIPTION>302 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: November 3, 2006


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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>10
<FILENAME>c09881exv31w2.txt
<DESCRIPTION>302 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: November 3, 2006


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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>11
<FILENAME>c09881exv32w1.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 September 30, 2006 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.


November 3, 2006                        By /s/ Norman L. Lowery
                                           -------------------------------------
                                           Norman L. Lowery, Vice Chairman & CEO


November 3, 2006                        By /s/ Michael A. Carty
                                           -------------------------------------
                                           Michael A. Carty, Treasurer & CFO
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
