Exhibit 10.1 Deferred Compensation Agreement and Split Dollar Insurance Agreement for Donald E. Smith

DEFERRED COMPENSATION AGREEMENT

THIS AGREEMENT made and entered into as of the 22nd day of December, 1994, by and between DONALD E. SMITH ("EMPLOYEE"), the Employee's wife, MARY FRANCES SMITH ("Wife") and TERRE HAUTE FIRST NATIONAL BANK and FIRST FINANCIAL
CORPORATION (collectively "Employers").

WITNESSETH THAT:

WHEREAS, Employee has been employed by Employers for several years and is now the President and Chief Executive Officer of Terre Haute First National Bank and President and Chief Executive Officer of First Financial Corporation;

WHEREAS, Employers recognize the valuable service heretofore performed by Employee and wish to encourage his continued employment by offering compensation and benefits beyond his current salary and benefits;

WHEREAS, Employee wishes to be assured that he or his Wife will be entitled to a certain amount of compensation and benefits continuing after his retirement from active service with Employers; and

WHEREAS, The parties wish to provide the terms and conditions upon which Employers shall pay such additional compensation to Employee or his wife during his employment and after his retirement or termination of his employment.

NOW, THEREFORE, The parties hereby agree as follows:

ARTICLE I.
EMPLOYMENT

Employers currently employ Employee as President and Chief Executive Officer. Employee shall have such powers and shall perform such duties in that capacity or in any future capacity as may be determined by Employers' Board of Directors.

ARTICLE II.
COMPENSATION

During his employment, Employers shall pay to Employee compensation as set by the Employers' Board of Directors. In consideration of Employee's past distinguished service to Employers and his remaining in Employers' employ, Employers agree that from January 1, 1995, and continuing after the retirement of Employee from active service of Employers, in addition to the compensation determined by the Board of Directors, each year Employers shall pay to Employee the amount required of the Employee under the Split Dollar Insurance Agreement executed in conjunction herewith during Employee's lifetime ("BONUS AMOUNT"). In the event of the death of Employee survived by his wife, the Bonus Amount shall be paid by Employers to the Wife for her lifetime.

ARTICLE 111.
SPLIT DOLLAR AGREEMENT

The Employers simultaneously herewith have established a Split Dollar Life Insurance Agreement to be executed in conjunction herewith. Under said Agreement, Employer shall pay the Premium Advance as defined in

Paragraph 2b of said Agreement and the Employee or his wife shall be responsible for contributing the Bonus Amount as his or her portion of the premium.

ARTICLE IV.
TAXATION

The Employee and his Wife each agree to pay federal, state or local taxes, if any, which may be required by law to be paid with respect to this Bonus Amount. Any payments made to the Employee or his Wife pursuant to the terms of this Agreement shall be reduced by such amounts as are required to be withheld with respect thereto under all present and future federal, state and local regulations and other laws and regulations.

ARTICLE V.
EMPLOYEE'S DUTIES

In consideration of the foregoing agreements of Employers and of the payments to be made by Employers thereto, Employee shall, for so long as he remains in the active employ of Employers, devote his full business time and efforts to the business and affairs of Employers or their successors, and after his retirement, Employee shall consult with Employers in an advisory capacity when requested to do so by Employers. Employee will not, directly or indirectly, own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any manner with any business of the type and character engaged in and competitive with that conducted by the Employers. Notwithstanding the foregoing, Employee shall not be precluded from serving as a director or member of a committee or board of any entity or from serving in any other capacity for an entity that involves no conflict of interest with Employers or their successor.

ARTICLE Vl.
NO ASSIGNMENT OF AGREEMENT

Neither Employee, his Wife nor any other beneficiary under this Agreement shall have any power or right to transfer, assign, anticipate, hypothecate, or otherwise encumber any part or all of the amounts payable hereunder, nor shall such amounts be subject to seizure by any creditor or any such beneficiary, by a proceeding at law or in equity, and no such benefit shall be transferable by operation of law in the event of bankruptcy, insolvency or death of Employee, his spouse, or any other beneficiary hereunder. Any such attempted assignment or transfer shall be void and shall terminate this Agreement, and Employers shall thereupon have no further liability hereunder.

ARTICLE Vll.
ASSETS OF EMPLOYERS

This Agreement is an unfunded deferred compensation arrangement solely for Employee and the payments to Employee, his wife or any other beneficiary hereunder shall be made from assets which shall continue, for all purposes, to be a part of the general assets of Employers, and no person acquires a right to receive payments from Employers under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of Employers.

ARTICLE VIII.
AMOUNT PAYABLE BY EACH EMPLOYER

Wherever in this Agreement the terms require payment by or to the Employers, the amount payable by or to each of the Employers shall be determined by mutual agreement of the Boards of Directors of the Employers.

ARTICLE IX.
NOT AN EMPLOYMENT CONTRACT

Nothing contained herein shall be construed to be a contract of employment for any term of years, nor as conferring upon Employee the right to continue in the employ of Employers in any capacity. It is expressly

understood by the parties hereto that this Agreement relates exclusively to additional compensation for Employee's services and is not intended to be an employment contract.

ARTICLE X.
ARBITRATION

All claims or disputes between Employers and Employee or his wife arising out of, or relating to, this Agreement or the breach thereof shall be decided by arbitration following the Rules of the American Arbitration Association unless the parties mutually agree otherwise. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association and shall be made within a reasonable time after the dispute has arisen. The award rendered by the arbitrator shall be final, and judgment may be entered upon it according to applicable law in any court having jurisdiction thereof.

ARTICLE Xl.
NOTICES

All notices to be given under this Agreement shall be in writing, and shall be deemed to have been given and served when delivered in person, by UPS (or a similar overnight carrier), via facsimile transmission, or by United States mail, postage prepaid to the addressee at the following addresses:

Employers:
Attention: President
Terre Haute First National Bank
Post Office Box 540
Terre Haute, Indiana 47808~540

Employee and Wife:

Donald E. and Mary Frances Smith
94 Allendale
Terre Haute, Indiana 47802

Facsimile No: (812) 428-9167 Facsimile No: (

Or Employee's last known address shown on the records of Employers.

Any party may change its mailing address by serving written notice of such change and of such new address upon the other party.

ARTICLE XII.
GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, and each party hereto by execution of this Agreement, consents to the exercise of jurisdiction over any matter arising in connection with this Agreement in the Superior Court of Vigo County, State of Indiana (but this provision shall not be construed as inconsistent with the parties' agreement to resolve all disputes arising hereunder by final and binding arbitration pursuant to Article X.)

ARTICLE XIII.
MISCELLANEOUS

This Agreement and any Agreement executed simultaneously herewith contain the entire agreement between the parties concerning the subject matter hereof, and supersede all prior oral or written understandings, agreement or contracts, formal or informal, between the parties hereto with respect to such matters.

This Agreement shall inure to the benefit of, and shall be binding upon, the respective successors and assigns of each of the parties.

All headings set forth herein are included for the convenience of reference only and shall not affect the interpretation hereof, nor shall any weight or value be given to the relative position of any part or provision hereof in relation to any other provision in determining such construction. As used in this Agreement, the plural shall be substituted for the singular, and the singular for the plural, where appropriate, and words and pronouns of any gender shall include any other gender. THE PROVISIONS OF THIS ARTICLE XIII, AND EACH AND EVERY OTHER PROVISION OF THIS AGREEMENT MAY NOT UNDER ANY CIRCUMSTANCES BE MODIFIED, CHANGED, AMENDED OR PROVISIONS HEREUNDER WAIVED VERBALLY, BUT MAY ONLY BE MODIFIED, CHANGED, AMENDED OR WAIVED BY AN AGREEMENT IN WRITING EXECUTED BY ALL PARTIES HERETO.

IN WITNESS WHEREOF the parties have signed this Agreement as of the date first written above.

Donald E. Smith

"EMPLOYEE,'

Mary Frances Smith

"Wife"

TERRE HAUTE FIRST NATIONAL BANK

By: John W. Perry, Sr. V.P. & Cashier
(Printed Name and Title)

FIRST FINANCIAL CORPORATION

By:

By: John W. Perry, Sr. V.P. & Cashier
(Printed Name and Title)

"EMPLOYERS"

SPLIT DOLLAR INSURANCE AGREEMENT

THIS AGREEMENT made and entered into as of the 22nd day of December, 1994, by and between TERRE HAUTE FIRST NATIONAL BANK and FIRST FINANCIAL CORPORATION (collectively "EMPLOYERS"), TERRE HAUTE FIRST NATIONAL BANK OF TERRE HAUTE, INDIANA ("OWNER"), as trustee of MARY FRANCES SMITH AND DONALD E. SMITH IRREVOCABLE TRUST ("Trust");

WITNESSETH:

WHEREAS, Donald E. Smith ("Employee") is employed by Employers;

WHEREAS, Employee wishes to provide life insurance protection for his family under a policy of life insurance ("Policy) insuring his life and the life of his wife, MARY FRANCES SMITH, Jointly "INSUREDS") in the face amount of $5 million which was issued by Pacific Mutual Life Insurance Company ("INSURER") as Policy No.

WHEREAS, Employers are willing to pay a portion of the premiums due on the Policy as an additional employment benefit for the Employee, which the Owner agrees to repay to Employers on the terms and conditions hereinafter set forth;

WHEREAS, the Owner, as trustee of the Trust, is the owner of the Policy and, as such, possesses all incidents of ownership in and to the Policy;

WHEREAS, Employers wish to have the Policy collaterally assigned to them by the Owner, in order to secure the repayment of the amounts which they will pay toward the premiums on the Policy; and

WHEREAS, the parties intend that by such collateral assignment the Employers shall receive only the right to such repayment, with the Owner retaining all other ownership rights in the Policy as specified herein.

NOW, THEREFORE, the parties hereto agree as follows:

1. Purchase of Policy. The Owner has purchased the Policy from the Insurer. The parties hereto have taken all necessary action to cause the Insurer to issue the Policy and shall take any further action which may be necessary to cause the Policy to conform to the provisions of this Agreement and of the collateral assignment filed with the Insurer relating to the Policy.

2. Ownership of Policy.

a. The Owner shall be the sole and absolute owner of the Policy, and may exercise all ownership rights granted to the owner thereof by the teens of the Policy, except as may otherwise be provided herein

b. It is the intention of the parties to this Agreement and the collateral assignment executed by the Owner to the Employers in connection herewith (attached hereto as Exhibit "A") that the Owner shall retain all rights which the Policy grants to the owner thereof; the sole right of the Employers hereunder shall be to be repaid the amounts which they have paid toward the premiums on the Policy (less any amounts previously repaid to Employers by the Owner) ("PREMIUM ADVANCE"). Specifically, but without limitation, the Employers shall neither have nor exercise any right as collateral assignees of the policy which could in any way defeat or impair the Owner's right to receive the cash surrender value or the death proceeds of the Policy in excess of the amount due the Employers hereunder. All provisions of this Agreement and of such collateral assignment shall be construed to carry out such intention.

c. .It is agreed that benefits may be paid under the Policy by the Insurer either by separate checks to the parties entitled thereto, or by a joint check. In the latter instance, the Owner and the Employers agree that the benefits shall be divided as provided herein.

3. Premium Payments.

a. Each annual premium on the Policy shall be paid as follows:

i The Owner or Employee shall pay the amount required to be paid to the Insurer as set forth in Exhibit "B". This amount is subject to adjustment ratably in relation to the premiums paid by the Employers if and when the premiums charged by the Insurer change. This premium portion will also be remitted by the Employers and treated as additional employee compensation in accordance with the Deferred Compensation Agreement executed in conjunction herewith.

ii. The Employers shall be responsible for the gross annual premium reduced by any amount contributed by the Owner or Employee in accordance with subparagraph i above.

iii. The Employers shall remit to the Insurer the full premium due.

b Dividends on the Policies shall be applied to purchase paid-up additions.

4. Repayment of the Employers on Collection of the Policy Death Proceeds.

a. Upon the death of the survivor of the Insureds, the Owner shall take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate.

b. Upon the death of the survivor of the Insureds, the Employers shall have the unqualified right to receive the Premium Advance from the Owner.

5 Termination of the Agreement During the Lifetime of the Insureds.

a. This Agreement shall terminate, while either of the Insureds is alive, without notice, upon the occurrence of any of the following events: (a) total cessation of both Employers' businesses; (b) bankruptcy, receivership or dissolution of both Employers; or (c) failure of both the Employee and the Owner to timely pay to the Employers the Employee's portion of the premium, if any, due hereunder, unless the Employers elect to make such payment on behalf of the Employee and the Owner, as provided herein.

b. In addition, Owner may terminate this Agreement, while either of the Insureds is alive and while no premium under the Policy is overdue, by written notice to the other parties hereto. Such termination shall be effective as of the date of such notice.

6 Repayment of the Employers on Termination of the Agreement During the Lifetime of the Insureds - Within sixty (60) days of the date of the termination of this Agreement during the lifetime of the Insureds, the Owner shall repay to the Employers the Premium advance.

7. The Insurer - The Insurer shall be bound only by the provisions of and endorsements on the Policy, and any payments made or actions taken by it in accordance therewith shall fully discharge it from all claims, suits and demands of all persons whatsoever. It shall in no way be bound by or be deemed to have notice of the provisions of this Agreement.

8 Amendment of Agreement - The Owner and the Employers can mutually agree to amend this Agreement and such amendment shall be in writing and signed by the Owner and the Employers.

9. Special Provisions - The following provisions are part of this Agreement and are intended to meet the requirement of the Employee Retirement Income Security Act of 1974:

a. The named fiduciary: The Secretary of the Employer.

b. The funding policy under this Agreement is that all premiums on the Policies be remitted to the Insurer when due.

c. Direct payment by the Insurer is the basis of payment of benefits under this Agreement, with those benefits in turn being based on the payment of premiums as provided in the Agreement.

d. For claims procedure purposes, the "Claims Manager`' shall be John Perry.

(1) If for any reason a claim for benefits under this Agreement is denied by the Employers, the Claims Manager shall deliver to the claimant a written explanation setting forth the specific reasons for the denial, pertinent references to the Agreement section on which the denial is based, such other data as may be pertinent and information on the procedures to be followed by the claimant in obtaining a review of his claim, all written in a manner calculated to be understood by the claimant. For this purpose:

(A) The claimant's claim shall be deemed filed when presented orally or in writing to the Claims Manager.

(B) The Claims Manager's explanation shall be in writing delivered to the claimant within 90 days of the date the claim is filed.

(2) The claimant shall have 60 days following his receipt of the denial of the claim to file with the Claims Manager a written request for review of the denial. For such review, the claimant or his representative may submit pertinent documents and written issues and comments.

(3) The Claims Manager shall decide the issue on review and furnish the claimant with a copy within 60 days of receipt of the claimant's request for review of his claim. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent Agreement provisions on which the decision is based. If a copy of the decision is not so furnished to the claimant within such 60 days, the claim shall be deemed denied on review.

10 This Agreement and any Agreement executed simultaneously herewith contain the entire agreement between the parties concerning the subject matter hereof, and supersede all prior oral or written understandings, agreement or contracts, formal or informal, between the parties hereto with respect to such matters.

11. This Agreement shall inure to the benefit of, and shall be binding upon, the respective successors and assigns of each of the parties.

12. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, and each party hereto by execution of this Agreement, consents to the exercise of jurisdiction over any matter arising in connection with this Agreement in the Superior Court of Vigo County, State of Indiana.

13. All headings set forth herein are included for the convenience of reference only and shall not affect the interpretation hereof, nor shall any weight or value be given to the relative position of any part or provision hereof in relation to any other provision in determining such construction. As used in this Agreement, the plural shall be substituted for the singular, and the singular for the plural, where appropriate, and words and pronouns of any gender shall include any other gender. THE PROVISIONS OF THIS ARTICLE AND EACH AND EVERY OTHER PROVISION OF THIS AGREEMENT MAY NOT UNDER ANY CIRCUMSTANCES BE MODIFIED, CHANGED, AMENDED OR PROVISIONS HEREUNDER WAIVED VERBALLY, BUT MAY ONLY BE MODIFIED, CHANGED, AMENDED OR WAIVED BY AN AGREEMENT IN WRITING EXECUTED BY ALL PARTIES HERETO.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

TERRE HAUTE FIRST NATIONAL BANK OF TERRE HAUTE, INDIANA as trustee of THE MARY FRANCES SMITH AND DONALD E. SMITH IRREVOCABLE TRUST

By: Fred P. Rubey
(Printed Name and Title) Fred P. Rubey, Sr. Vice President & Trust Officer

"OWNER"

TERRE HAUTE FIRST NATIONAL BANK

By: Signed John W. Perry
(Printed Name and Title) John W. Perry, Sr. V. P. & Cashier

FIRST FINANCIAL CORPORATION

By. Signed John W. Perry

(Printed Name and Title) John W. Perry, Secretary

Exhibit 10.2 Employment Agreement for Norman L. Lowery

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement"), entered into and effective as of the 1st day of January, 2002 (the "Effective Date"), by and between Terre Haute First National Bank (the "Bank") and Norman L. Lowery (the "Employee").

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

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

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

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

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

2. Base Compensation. The Bank agrees to pay the Employee during the term of this Agreement a base salary at the rate of $371,800 per annum, payable in cash not less frequently than monthly. Such base salary shall be effective and calculated commencing as of the Effective Date. The Bank may consider and declare from time to time increases in the base salary it pays the Employee. Prior to a Change in Control (as hereinafter defined), the Bank may also declare decreases in the base salary it pays the Employee if the operating results of the Bank are significantly less favorable than those for the fiscal year ending December 31, 2001, and the Bank makes similar decreases in the base salary it pays to other executive officers of the Bank. After a Change in Control, the Bank shall consider and declare salary increases in base salary based upon the following standards:

Inflation;

Adjustments to the base salaries of other senior management personnel;

Past performance of the Employee; and

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

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

4. Benefits.

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

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

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

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

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

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

In addition to the aforesaid paid vacations, the Employee shall be entitled, without loss of pay, to absent himself voluntarily from the performance of his employment with the Bank for such additional periods of time and for such valid and legitimate reasons as the Board may in its discretion determine and to attend the continuing legal education seminars contemplated by Section 4(c) hereof. Further, the Board may grant to the Employee a leave or leaves of absence, with or without pay, at such time or times and upon such terms and conditions as such Board in its discretion may determine.
(f) Other Policies. All other matters relating to the employment of the Employee by the Bank not specifically addressed in this Agreement shall be subject to the general policies regarding employees of the Bank as in effect from time to time.

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

6. Covenants.

(a) Loyalty.

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

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

(b) Nonsolicitation. The Employee hereby understands and acknowledges that, by virtue of his position with the Bank, he will have advantageous familiarity and personal contacts with the Bank's customers, wherever located, and the business, operations and affairs of the Bank. Accordingly, while the Employee is employed by the Bank, and at all locations for a period of one (1) year after

termination of the Employee's employment with the Bank for any reason
(whether with or without cause or whether by the Bank or the Employee)
or the expiration of the Term, the Employee shall not, directly or indirectly, or individually or jointly, (i) solicit in any manner, seek to obtain or service the business of any party which is a customer of the Bank at the time of such termination or any party which was a customer of the Bank during the one (1) year period immediately preceding such termination, (ii) request or advise any customers or suppliers of the Bank to terminate, reduce, limit or change their business or relationship with the Bank, or (iii) induce, request or attempt to influence any employee of the Bank to terminate his employment with the Bank.

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

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

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

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

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

(1) Terre Haute, Indiana; and

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

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

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

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

practice by the Employee, either alone or with others either during the Term, at the Bank's expense, or on the Bank's premises.

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

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

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

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

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

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

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

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

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

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

(b) Disability.

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

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

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

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

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

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

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

Bank;

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

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

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

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

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

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

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

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

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

would not have been payable by the Employee had he been able to continue participation in the benefit plan or program instead of receiving cash in lieu thereof.

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

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

(e) Voluntary for Good Reason. The Employee may voluntarily terminate his employment under this Agreement for Good Reason, and the Employee shall thereupon be entitled to receive the same amount payable under Section 8(d) hereof, within thirty (30) days following his date of termination. For purposes of this Agreement, "Good Reason" means the occurrence of any of the following events, which has not been consented to in advance by the Employee in writing (unless such voluntary termination occurs within the time period set forth in
Section 10(b) hereof, in which event the benefits and compensation provided for in Section 10 shall apply):

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

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

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

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

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

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

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

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

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

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

(g) Termination or Suspension Under Federal Law.

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

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

(iii) All obligations under this Agreement shall terminate, except to the extent it is determined that the continuation of this Agreement is necessary for the continued operation of the Bank; (A) by the OCC or its designee, at the time that the Federal Deposit Insurance Corporation ("FDIC") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (B) by the OCC, or its designee, at the time that the OCC or its designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OCC to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the Employee.

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

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

10. Change in Control.

(a) Change in Control; Involuntary Termination.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(vi) Accounting Firm's Opinion. If the Accounting Firm determines that no Excise Tax is payable by the Employee, the Accounting Firm shall furnish the Employee with a written opinion to that effect, and to the effect that failure to report Excise Tax, if any, on the

Employee's applicable federal income tax return will not result in the imposition of a negligence or similar penalty.

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

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

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

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

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

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

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

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

(iv) any "person" including a "group", who as of the Effective Date of this Agreement owns less than 20% of the combined voting power of the outstanding equity securities of the Bank or First Financial Corporation, is or becomes the "beneficial owner," directly or indirectly, of equity securities of the Bank or First Financial Corporation representing

20% or more of the combined voting power of the outstanding equity securities of the Bank or First Financial Corporation (with the terms in quotation marks having the meaning set forth in the federal securities laws); or

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

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

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

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

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

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

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

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

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

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

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

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

(d) Trust.

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

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

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

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

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

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

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

13. Successors and Assigns.

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

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

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

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

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

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

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

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

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

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

If to the Employee: Norman L. Lowery

                     93 Allendale
                     Terre Haute, Indiana 47802

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

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

IN WITNESS WHEREOF, the parties have executed this Agreement on this 10th day of July, 2002.

TERRE HAUTE FIRST NATIONAL BANK

SIGNATURE
Michael A. Carty, Secretary/Treasurer

ATTEST
Signature
Thomas G. Woodason
Title: Controller

EMPLOYEE

Signature
Norman L. Lowery

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

FIRST FINANCIAL CORPORATION

Signature
Donald E. Smith, President

ATTEST
Signature Michael A. Carty
Title: Secretary /Treasurer

Exhibit 10.3 2001 Long-Term Incentive Plan of the Corporation

FIRST FINANCIAL CORPORATION
2001 LONG-TERM INCENTIVE PLAN

1. PURPOSE OF THE PLAN.

The purpose of this Plan is to promote the best interests of First Financial Corporation and its Subsidiaries, and to enhance stockholder value of First Financial Corporation by attracting and retaining directors, officers, and other key employees and providing them with an incentive to give their maximum effort to the continued growth and success of First Financial Corporation and its Subsidiaries. The Plan is intended to constitute an unfunded, nonqualified plan of deferred compensation for a select group of management or highly compensated employees, within the meaning of Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is exempt from the requirements of Title 1 of ERISA.

2. DEFINITIONS.

Wherever the initial letter of the following words or phrases is capitalized in the Plan, including any Exhibits or Supplements, they will have the respective meaning set forth below unless otherwise defined herein:

(a) "ACCOUNT" shall mean the account established and administered for the benefit of a Participant under this Plan, reflecting Awards made to the Participant under this Plan and changes in the value of Awards made hereunder.

(b) "AWARD" shall mean the cash compensation payable to a Participant pursuant to the Plan and the Participant's Award Document.

(c) "AWARD DOCUMENT" shall mean a written document, including schedules thereto, issued by the Committee to a Participant, setting forth the terms and conditions of the Award. No Award under this plan is valid unless it is set forth in an Award Document in substantially the form attached hereto as Appendix A. In case of conflict between the Award Document and this Plan, the terms of the Award Document shall govern unless the inconsistent term is one for which the Committee lacks authority to vary from the terms set forth in this Plan.

(d) "BOARD OF DIRECTORS" shall mean the Board of Directors of First Financial Corporation.

(e) "CAUSE" means any of the following:

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

(2) Intentional wrongful damage by the Participant to the business or property of the Company, causing material harm to the Company;

(3) Breach by the Participant of any confidentiality or non-disclosure agreement in effect from time to time with the Company;

(4) Gross negligence or insubordination by the Participant in the performance of his or her duties;

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

(f) "CHANGE IN CONTROL" shall mean any of the following:

(1) MERGER. The Company merges into or consolidates with another corporation or business entity, or merges another corporation or business entity into the Company, and as a result less than 50% of the combined voting power of the resulting corporation or business entity immediately after the merger or consolidation is held by persons who were the holders of the Company's voting securities immediately before the merger or consolidation;

(2) ACQUISITION OF SIGNIFICANT SHARE OWNERSHIP. A report on Schedule 13D, another form or schedule (other than Schedule 13G), or a successor form or schedule is filed or is required to be filed under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the report discloses that the filing person or persons acting in concert has or have become the beneficial owner of 20% or more of a class of the Company's voting securities after the effective date of this Plan, but this subsection 2(f)(2) shall not apply to beneficial ownership of voting shares of the Company held in a fiduciary capacity by a Subsidiary of Company or to beneficial ownership of voting shares of the Company held by an employee stockownership plan of the Company or a Subsidiary;

(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 is first elected by the Company's Board of Directors (or first nominated by the Company's Board of Directors for election by stockholders) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the period, shall be deemed to have been a director at the beginning of the two-year period.

(4) SALE OF ASSETS. The Company sells to any third party all or substantially all of the Company's assets.

(g) "COMPANY" shall mean First Financial Corporation and its Subsidiaries.

(h) "COMMITTEE" shall mean the Compensation Committee of the Board of Directors of the Company.

(i) "DISABILITY" shall mean if the Participant is covered by a disability policy of the Company, total disability as defined in such policy without regard to any waiting period. If the Participant is not covered by such a policy, Disability means the Participant suffers a sickness, accident or injury that, in the judgment of a physician satisfactory to the Committee, prevents the Participant from performing substantially all of his or her normal duties.

(j) "GOOD REASON" shall mean, following a Change in Control, the occurrence without the express prior written consent of the Participant of any of the events or conditions described in clauses (2)(j)(1) through 2(j)(5) below:

(1) CHANGE IN OFFICE, POSITION OR TERMINATION AS A DIRECTOR. Failure to elect or reelect or otherwise to maintain the Participant in the office or position, or a substantially equivalent office or position, of or with the Company, that the Participant held immediately before the Change in Control, or the removal or failure to nominate the Participant as a director of the Company, provided the Participant was a director of the Company immediately before the Change in Control.

(2) ADVERSE CHANGE IN THE SCOPE OF THE PARTICIPANT'S DUTIES, COMPENSATION OR BENEFITS.

(a) A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties associated with the Participant's position compared to the nature or scope of the authorities, powers, functions, responsibilities or duties associated with the position immediately before the Change in Control;

(b) A material reduction in the aggregate of the Participant's annual compensation, unless part of an institution-wide reduction. For this purpose, "material" means a reduction of 10% or more in such compensation, and annual compensation means the Participant's total compensation from the Company for a calendar year, including compensation deferred at the election of the Participant, and including any salary reduction contributions made by the Company, for, or on behalf of the Participant under a qualified or other compensation, benefit, or retirement plan of the Company. Compensation taken into account for purposes of this Subsection 2(j)(2)(b) shall be calculated without regard to any Internal Revenue Code limitations;

(c) The termination or denial of the Participant's rights to benefits under the Company's benefit, compensation or incentive plans and arrangements or reduction in the scope or value thereof, which situation is not remedied within 10 calendar days after written notice to the Company from the Participant; or

(d) Termination or denial of the Participant's rights to benefits under this Plan and/or the Participant's Award Document, other than for Cause as provided in Subsection 8(d), which situation is not remedied within 10 calendar days after written notice to the Company from the Participant.

(3) ADVERSE CHANGE IN CIRCUMSTANCES. The Participant determines that a change in circumstances has occurred after a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Participant is responsible compared to his or her responsibilities immediately before the Change in Control or a material reduction in the Participant's secretarial or administrative support, (a) which renders the Participant substantially unable to carry out, substantially hinders the Participant's performance of, or causes the Participant to suffer a substantial reduction in any of the authorities, powers, functions, responsibilities or duties associated with the office or position held by the Participant immediately before the Change in Control and (b) which situation is not remedied within 10 calendar days after written notice to the Company from the Participant of such determination. Provided the Participant's determination is made in good faith, the Participant's determination will be conclusive and binding upon the parties hereto. The Participant's determination will be presumed to have been made in good faith, unless the Company establishes by clear and convincing evidence that it was not made in good faith;

(4) LIQUIDATION OR MERGER. The liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or substantially all of the business or assets of either the Company to a person not affiliated with the Company, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of the business or assets have been transferred (directly or by operation of

law) assumes all duties and obligations of the Company under this Plan and Awards hereunder; or

(5) RELOCATION OF THE PARTICIPANT. The Company relocates its principal executive offices, or requires the Participant to have his or her personal residence or principal location of work change, to any location that is more than 30 miles from the location thereof immediately before the Change in Control, or requires the Participant to travel away from his or her office in the course of discharging his or her responsibilities or duties at least 10% more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Participant in any of the three full years immediately before the Change in Control.

(k) "NORMAL RETIREMENT AGE" shall mean age 65.

(l) "PARTICIPANT" shall mean a director or Top Hat Employee of the Company designated by the Committee to be a participant in the Plan. A director who is also an employee of the Company must be a Top Hat Employee in order to participate in the Plan.

(m) "PERSON" or "PERSONS" shall mean individuals, corporations, partnerships, trusts, associations, joint ventures, pools, syndicates, sole proprietorships, unincorporated organizations or other entities.

(n) "PLAN" shall mean the First Financial Corporation 2001 Long-Term Incentive Plan.

(o) "SUBSIDIARY" shall mean a corporation more than 50% of whose voting stock is owned or controlled by the Company. The term shall also mean any other entity or organization of which the Company owns or controls a majority of its voting power, including, but not limited to, a partnership, limited partnership, limited liability company, trust, association, joint venture, pool, syndicate, unincorporated organization, or other entity.

(p) "TOP HAT EMPLOYEES" shall mean employees who are members of a select group of management or highly compensated employees within the meaning of
Section 201(2) of ERISA.

3. AWARDS AND PLAN ADMINISTRATION.

(a) COMMITTEE. The Plan shall be administered by the Committee. The Committee may appoint and employ agents and advisors, including, but not limited to, legal counsel, to render advice and assistance to the Committee.

(b) AWARDS. The Committee shall set forth the terms and conditions of the Participant's Awards in an Award Document in substantially the form attached hereto as Appendix A. The amount of a Participant's Award may take into account such factors as the Committee determines in its discretion, including, but not limited to, the nature of the services rendered by the Participant, his or her current and potential contributions to the success of the Company, the Participant's annual compensation or board fees, and such other factors as the Committee, in its sole discretion, considers relevant. An Award may increase in value as provided in the Award Document.

(c) COMMITTEE AUTHORITY. The Committee is authorized to interpret and construe the Plan and Award Documents and to adopt such rules, regulations and procedures for the administration of the Plan as the Committee deems necessary or advisable, provided the Committee may take action only upon the vote of a majority of its members. The Committee's interpretations of the Plan and Award Documents, and all decisions and determinations made by the Committee, shall be conclusive and binding on all parties, including the Company and any person claiming an Award under the Plan. The Committee shall have sole authority, in its discretion, to select who among eligible persons shall be Participants, the amount and other terms and conditions of Awards credited to a Participant's Account, the performance criteria governing the amount of additional Awards, the period to which the performance criteria will be applied, which shall consist of one or more calendar years, and the schedule under Subsection 3(d) for vesting of Accounts; provided, however, that an individual who is a Participant and a member of the Committee must abstain from taking action on a matter before the Committee that would have a direct effect on his eligibility to Participate in the Plan, receive Awards under the Plan, or his vesting schedule under the Plan. No Award or Award Document may provide for (1) an Award to a person who is not an outside Director or Top Hat Employee, (2) an Award for a fiscal year beginning after December 31, 2009, or (3) a vesting schedule that is inconsistent with Subsection 3(d) (or a change in the vesting schedule originally stated in the Award Document) in the case of an Award to a Participant who does not have five years of continuous employment or director service. The performance criteria and other terms and conditions stated in Award Documents may, but need not be, uniform from one Award Document to the next.

Neither the Committee nor the Board of Directors shall have any authority to repeal or revoke the terms and provisions of an Award stated in an Award Document or reduce the amount of any Award without the Participant's written consent, except in the case of a Participant who is terminated for Cause (as defined in Section 8(d) of this Plan). The Committee shall have the authority to terminate a Participant's participation in the Plan and his or her right to previous Awards hereunder if the Committee determines that Cause exists.

(d) VESTING SCHEDULE FOR PARTICIPANT'S WHO DO NOT HAVE FIVE YEARS OF CONTINUOUS EMPLOYMENT OR DIRECTOR SERVICE. Unless otherwise determined in connection with a Participant's initial designation as a Participant, a Participant's Account shall be subject to a vesting schedule established by the Committee if the Participant has been employed by or has served as a director of the Company for fewer than five

continuous years. The vesting schedule shall be stated in the Award Document. The vesting schedule stated in the Award Document may not be changed by the Committee without the Participant's written consent.

(e) ANNUAL ACCOUNT STATEMENT. The Committee may, but shall not be obligated to, issue to each Participant an annual statement or more frequent statement of a Participant's Account. The statement of a Participant's Account may take the form of an updated Award Document, in which case the updated Award Document shall supersede the Award Documents previously issued to the Participant by the Committee.

4. ELIGIBILITY.

With the exception of those Participants exempted from the age requirement of this Section by the Committee at the Plan's inception, only outside directors and Top Hat Employees of the Company who are age 65 or under shall be eligible to be Participants under the Plan, provided that said outside director or Top Hat Employee is designated as a Participant by the Committee in writing. A director who is also an employee of the Company must be a Top Hat Employee in order to be eligible to participate in the Plan. A designated director or Top Hat Employee of the Company shall become a Participant as of the later of the Effective Date or the date specified by the Committee. Except as otherwise provided in the first sentence of this Section, a Participant who remains employed with or continues to serve as a director for the Company will not be eligible to receive Awards under Plan for the years beginning after the year in which he or she attains "Normal Retirement Age." Except as otherwise provided in the first sentence of this Section, the Committee shall have no authority to change the eligibility criteria of this Section 4.

5. ESTABLISHMENT OF ACCOUNT; NO SEGREGATION OF ASSETS.

The Company shall establish on its books of account a separate Account for each Participant. Accounts shall be maintained solely for accounting purposes. No assets of the Company shall be segregated or subject to any trust for any Participant's benefit by reason of the establishment of the Participant's Account. This Plan and Awards made hereunder shall be unfunded and shall constitute a mere unsecured promise by the Company to make benefit payments in the future. Notwithstanding any other provision of this Plan or the Award Document, neither a Participant nor his or her designated beneficiary(ies) shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Company prior to the time benefits are paid as provided herein and in the Award Document. All rights created under this Plan and the Award Documents shall be mere unsecured contractual rights of the Participant against the Company.

PERFORMANCE CRITERIA.

The Committee shall: (a) establish performance criteria governing Awards; (b) the length of the performance period, which may be one or more calendar years; (c) the performance objectives to be achieved during the performance period (including defining terms, the exclusion of extraordinary items or any other adjustments considered proper); and, (d) determine the measure of whether and to what degree the objectives have been attained, which determination shall be conclusive.

7. PAYMENT OF AWARDS.

(a) CASH PAYMENTS ONLY. The Committee shall cause the value of the Participant's Account to be paid in cash only. No Award shall be made if the Committee concludes that the performance criteria to which the Award is subject was not satisfied and no payment of an Award shall be made if the Participant is terminated for Cause. This subsection 7(a) may not be superceded by any action of the Board of Directors or the Committee in an Award Document or otherwise.

(b) WHEN PAYMENTS BEGIN. Payment of the cash value of a Participant's Account shall begin on the earlier of: (1) January 1, 2015, or (2) "Normal Retirement Age." It is not necessary for a Participant to terminate his or her employment or director service as a condition to receiving payment of the cash value of his or her Account. Notwithstanding the preceding sentence, if a Participant terminates due to "Disability", the Committee, in its discretion, may defer payment of the cash value of a Participant's Account until such time as the benefits paid under this Plan will not offset or reduce the amount of benefits received by the Participant under the Company's disability plan if the two following conditions exist: (1) Participant's service with the Company terminates because of "Disability", as provided in Subsection 8(b)(3) and, (2) payment of the cash value of the Participant's Account would have the effect of offsetting or reducing disability benefits otherwise payable to the Participant under the Company's disability plan.

8. TERMINATION.

(a) NO ADDITIONAL AWARDS AFTER TERMINATION. A Participant whose employment or director service terminates shall not be entitled to any additional Awards under this Plan on and after termination.

(b) EXISTING AWARDS AFTER TERMINATION. Pursuant to Subsection 7(b) of this Plan, any Participant whose employment or director service with the Company terminates:

(1) On or after the date specified according to Subsection 7(b) of this Plan (which date may be January 1, 2015, or "Normal Retirement Age") shall receive payment of the vested portion of the cash value of his or her Account, with interest on the Account balance credited at the rate specified in the Award Document;

(2) Before the date specified according to Subsection 7(b) of this Plan, (which date may be January 1, 2015, or "Normal Retirement Age") excepting termination because of death, Disability or Cause and termination within twelve months after a Change in Control, shall receive payment of the vested portion of the cash value of his or her Account balance as of December 31 of the year immediately before the year in which termination occurred. Payment shall be made according to the Participant's Award Document;

(3) Because of Disability occurring before the date specified according to Subsection 7(b) of this Plan (which date may be January 1, 2015, or "Normal Retirement Age") shall receive payment according to the Participant's Award Document, however, pursuant to Subsection 7(b), the Committee may, in its discretion, defer payment of the cash value of the Participant's Account until such time as the benefits paid under this Plan will not offset or reduce the amount of benefits received by the Participant under the Company's disability plan. Notwithstanding the preceding sentence, if a Participant's Award Document specifies the form of payment (single sum payment or 180 monthly installment payments) to be made to a beneficiary(ies), the Committee may not change the form of payment without the consent of the beneficiary(ies).

(4) Within 12 months after a Change in Control, but before the date specified according to Subsection 7(b) of this Plan (which date may be January 1, 2015, or "Normal Retirement Age"), shall receive the Change in Control benefit set forth in his or her Award Document, provided that termination is not for Cause or because of death or Disability. Termination of a Participant's employment or director service within 12 months after a Change in Control includes, but is not limited to, termination by the Participant for Good Reason within 12 months after a Change in Control. Payment shall be made according to the Participant's Award Document.

(c) PARTICIPANT'S DEATH. If a Participant's employment or director service with the Company terminates because of Participant's death prior to payment of his Account balance, the Participant's designated beneficiary(ies), as provided in Section 10, or the Participant's estate, if there is no valid beneficiary designation on file at the time of the Participant's death, shall receive payment of the Participant's vested Account in either a single sum or 180 monthly payments, as determined by the Committee in its sole discretion. Notwithstanding the preceding sentence, if a Participant's Award Document specifies the form of payment (lump sum or 180 monthly installments), the Committee may not change the form of payment without the written consent of the beneficiary(ies).

(d) TERMINATION FOR CAUSE. A Participant's participation in this Plan may be terminated by the Committee and his or her right to Awards hereunder, including Awards and the cash value of Awards previously made to the Participant may be forfeited for Cause. The Committee's determination that a Participant's participation shall be terminated for Cause shall be conclusive and binding on the Company, the Participant, his or her beneficiary(ies) and all other persons. If a Participant's participation is terminated for Cause, he or she shall forfeit all rights and interests in this Plan, and in his or her right to Awards hereunder, including Awards and the cash value of Awards previously made or that may be made thereafter.

9. NONASSIGNABILITY.

No benefit, interest, Accounts or any payment under this Plan shall 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(ies), either voluntarily or involuntarily. Any attempt to alienate, sell, transfer, assign, pledge, attach, garnish or otherwise encumber any benefit, interest, account, or any payment under the Plan shall be void and of no legal effect.

10. BENEFICIARY DESIGNATION.

If a Participant dies before distribution to him or her of all amounts payable under the Plan, the amounts otherwise distributable to the Participant, if living, shall be distributed to his or her designated beneficiary or beneficiaries. All beneficiary designations shall be made in the form prescribed by the Committee from time to time and shall be delivered to the Committee. The Participant shall designate a beneficiary or beneficiaries by filing a written designation with the Committee. The Participant may revoke or modify the designation at any time

by filing a new designation. Designations shall be effective only if signed by the Participant and accepted by the Committee during the Participant's lifetime. The Participant's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Participant or if the Participant names a spouse as beneficiary and the marriage is subsequently dissolved. If there is no effective beneficiary designation on file at the time of the Participant's death, distribution of the amounts otherwise payable to the deceased Participant under the Plan shall be made to the personal representative of his or her estate. If the beneficiary designated by the Participant survives the Participant but dies before receiving all distributions hereunder, all amounts otherwise payable to the deceased beneficiary shall be paid to the deceased beneficiary's estate, unless the Participant's beneficiary designation provides otherwise. The Committee shall have no responsibility for the validity of any beneficiary designation made by a Participant

11. TAXES.

The Company shall be entitled to pay or withhold the amount of any tax it believes is required as a result of the payment of any amounts under this Plan. The Company may defer making payments hereunder until arrangements satisfactory to the Company have been made with respect to any such withholding obligations. The Company shall have the right to rely on a written opinion of legal counsel, which may be independent legal counsel or legal counsel regularly employed by the Company, if any question should arise as to the payment or withholding of taxes.

12. REGULATORY APPROVALS AND RULE 16b-3.

It is intended that the Plan and any Award made to a person subject to
Section 16 of the Securities Exchange Act of 1934, and any transaction or election hereunder by any such person, meet all the requirements of Rule 16b-3, if the Plan or Awards made hereunder are subject to Section 16 of the Securities Exchange Act of 1934. If Section 16 of the Securities Exchange Act is applicable and if any provision of the Plan or any Award hereunder would disqualify the Plan or such Award under, or would not comply with, Rule 16b-3, such provision or Award shall be construed or deemed to conform to Rule 16b-3.

13. CLAIMS.

(a) CLAIMS PROCEDURE.

(1) PROCEDURES GOVERNING THE FILING OF BENEFIT CLAIMS. All Benefit Claims must be filed on the appropriate claim forms available from the Committee or in accordance with the procedures established by the Committee for claim purposes. A "Benefit Claim" means a request for a Plan benefit or benefits, made by a Claimant or by an authorized representative of a Claimant, that complies with the Plan's procedures for making benefit claims. "Claimant" means a Participant, a surviving spouse of a Participant, or a beneficiary who is claiming entitlement to the payment of any benefit under the Plan.

(2) NOTIFICATION OF BENEFIT DETERMINATIONS. The Committee will notify a Claimant, in accordance with Section A-3 below, of the Plan's benefit determination within a reasonable period of time after receipt of a Benefit Claim, but not later than 90 days (45 days in the case of a Disability Claim) after receipt of the Benefit Claim by the Plan.

If special circumstances require an extension of time for processing the Benefit Claim, the Committee will notify the Claimant of the extension prior to the termination of the initial period described above. The notice will indicate the special circumstances requiring the extension of time and the date by which the Plan expects to make the benefit determination. In no event will the extension exceed a period of 90 days from the end of the initial period.

In the case of a Disability Claim, the extension period will not exceed 30 days, unless prior to the end of first 30-day extension period, the Committee determines that, due to matters beyond its control, a decision cannot be rendered within the extension period, in which case the period for making the determination may be extended for an additional 30 days. Every Disability Claim notice will specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, the additional information needed to resolve those issues and the Claimant's right to provide the specified information within 45 days. If the extension is in effect due to the Claimant's failure to submit information necessary to decide a Disability Claim, the period for making the benefit determination will be tolled from the date on which the notice of the extension is sent to the Claimant until the date on which the Claimant responds to the request for information. The term "Disability Claim" means a request for a Plan benefit made by a Claimant due to the purported Disability of a Plan Participant.

(3). MANNER AND CONTENT OF NOTIFICATION OF BENEFIT DETERMINATIONS. All notices given by the Committee under the Plan will be given to a Claimant, or to his authorized representative, in a manner that satisfies the standards of 29 CFR 2520.104b-1(b) as appropriate with respect to the particular material required to be furnished or made available to that individual. The Committee may provide a Claimant with either a written or an electronic notice of the Plan's benefit determination. Any electronic notification will comply with the standards imposed by 29 CFR 2520.104b-1(c)(1)(i), (iii) and (iv). In the case of an Adverse Benefit Determination, the notice will set forth, in a manner calculated to be understood by the Claimant:

(a) The specific reasons for the adverse determination;

(b) Reference to the specific Plan provisions (including any internal rules, guidelines, protocols, criteria, etc.) on which the determination is based;

(c) A description of any additional material or information necessary for the Claimant to complete the claim and an explanation of why such material or information is necessary;

(d) For a Disability Claim, the identification of any medical or vocational experts whose advice was obtained on behalf of the Plan in connection with Claimant's Adverse Benefit Determination, without regard to whether the advice was relied upon; and

(e) A description of the Plan's review procedures and the time limits applicable to such procedures.

The term "Adverse Benefit Determination" means a denial, reduction, or termination of, or a failure to provide or make payment (in whole or in part) for, any benefit claimed to be payable under the Plan.

(4). APPEAL OF ADVERSE BENEFIT DETERMINATIONS. A Claimant who receives an Adverse Benefit Determination and desires a review of that determination must file, or his authorized representative must file on his behalf, a written request for a review of the Adverse Benefit Determination, not later than 60 days (180 days for a Disability Claim) after receiving the determination.

The written request for a review must be filed with the Committee. Upon receiving the written request for review, the Committee will advise the Claimant, or his authorized representative, in writing that:

(a) The Claimant, or his authorized representative, may submit written comments, documents, records, and any other information relating to the claim for benefits; and

(b) The Claimant will be provided, upon request of the Claimant or his authorized representative, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant's Benefit Claim, without regard to whether those documents, records, and information were considered or relied upon in making the Adverse Benefit Determination that is the subject of the appeal.

(5) BENEFIT DETERMINATION ON REVIEW. All appeals by a Claimant of an Adverse Benefit Determination will receive a full and fair review by the Committee. In the case of a Disability Claim, the Committee will not be: (i) the party who made the Adverse Benefit Determination that is the subject of the appeal, nor (ii) the subordinate of that party. In performing this review for a Disability Claim, the Committee will take into account all comments, documents, records, and other information submitted by the Claimant (or the Claimant's authorized representative) relating to the claim, without regard to whether the information was submitted or considered in the initial benefit determination, and will not afford deference to the initial Adverse Benefit Determination. For a Disability Claim, the Committee will consult with a healthcare professional who has appropriate training and experience in the field of medicine involved in the medical judgment and who was not consulted in connection with the Adverse Benefit Determination and who is not the subordinate of such an individual if the named fiduciary believes that such a consultation is necessary to properly complete the review process.

(6) NOTIFICATION OF BENEFIT DETERMINATION ON REVIEW. The Committee will notify a Claimant, in accordance with Section 13(a)(7) below, of the Plan's benefit determination on review within a reasonable period of time, but not later than 60 days (45 in the case of a Disability Claim) after the Plan's receipt of the Claimant's request for review of an Adverse Benefit Determination. If, however, special circumstances require an extension of time for processing the review by the Committee, the Claimant will be notified, prior to the termination of the initial 60 (or 45) day period, of the special circumstances requiring the extension and the date by which the Plan expects to render the Plan's benefit determination on review, which will not be later than 120 days (90 days in the case of a Disability Claim) after receipt of a request for review.

If the extension period is in effect for a Disability Claim but the extension is due to the Claimant's failure to submit information necessary to decide a claim, the period for making the benefit determination on review will be tolled from the date on which notification of the extension is sent to the Claimant until the date on which the Claimant responds to the request for additional information.

(7) MANNER AND CONTENT OF NOTIFICATION OF BENEFIT DETERMINATION ON REVIEW. The Committee will provide a Claimant with notification of its benefit determination on review in a method described in Section 13(a)(3) above.

In the case of an Adverse Benefit Determination on review, the notification must set forth, in a manner calculated to be understood by the Claimant:

(a) The specific reasons for the adverse determination on review;

(b) Reference to the specific Plan provisions (including any internal rules, guidelines, protocols, criteria, etc.) on which the benefit determination on review is based;

(c) A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Claimant's Benefit Claim, without regard to whether those records were considered or relied upon in making the Adverse Benefit Determination on review, including any reports, and the identities, of any experts whose advice was obtained.

(5) COURT ACTION. No Participant or beneficiary shall have the right to seek judicial review of a denial or limitation 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 or her rights to review under this
Section 13.

14. PLAN ADMINSTRATOR.

The Company shall be the plan administrator under this Plan. The Company may delegate aspects of the management and operation responsibilities of the Plan, including the employment of advisors and the delegation of ministerial duties to qualified individuals.

15. EFFECTIVE DATE OF THE PLAN.

The Plan is effective January 1, 2001.

16. LIMITATIONS ON LIABILITY.

Notwithstanding any of the proceeding provisions of this Plan, none of the Company and each individual acting as an employee or agent of any of them shall be liable to any Participant 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. By participating in the Plan, each Participant agrees to release and hold harmless the Company and its Subsidiaries (and their respective directors, officer and employees) and the Committee from and against any tax liability, including, but not limited to, interest and penalties, incurred by the Participant in connection with his receipt of Awards under this Plan and the deferral, and payment thereof.

17. INCAPACITY OF PARTICIPANT OR BENEFICIARY.

If any person entitled to receive a distribution or payment under the Plan is physically or mentally incapable of personally receiving and giving a valid receipt for any payment due (unless prior claim therefore shall have been made by duly qualified guardian or other legal representative), then, unless and until claim therefore shall have been made by 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 Company under the Plan with respect to the amount of such payment.

18. MISCELLANEOUS.

(a) TERMINATION AND AMENDMENT. The Plan may be terminated, modified or amended by the Board of Directors, provided, however, that no termination, modification, or amendment of the Plan may, without the prior written consent of the Participant, adversely affect the rights of a Participant in or to his or her Account.

(b) GOVERNING LAW. The Plan shall be construed, regulated and administered according to the laws of the State of Indiana without reference to that state's choice of law principles, except in those areas preempted by the laws of the United States of America in which case such laws will control.

(c) 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.

(d) NO RIGHT TO EMPLOYMENT OR DIRECTOR SERVICE. Neither the Plan or Award Document confers upon any Participant: (1) any right to continued employment by the Company, nor shall it interfere in any way with the right of the Company to terminate any Participant's employment at any time, with or without cause; (2) the right to continued service on the Board of Directors of the Company, or the right of the Company's stockholder(s) to decline to elect Participant or the right of the stockholder(s) of a Subsidiary of the Company to decline to elect a Participant as a director of the Subsidiary.

Neither this Plan nor any Award Document under this Plan is an employment policy or employment contract.

No Participant shall have any right or interest in or to the Plan assets other than as specifically provided in the Plan or in the Award Document.

(e) 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.

(f) 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.

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

(h) ACTION BY COMPANY. Any action required of or permitted by the Company shall be by resolution of its Board of Directors or the Committee or by a person or persons duly authorized by resolution of the Board of Directors or the Committee.

IN WITNESS WHEREOF, the Company has caused this 2001 Long-Term Incentive Plan to be executed by its officers thereunder duly authorized, this 5th day of February, 2002, but effective as of January 1, 2001.

FIRST FINANCIAL CORPORATION

                                           By: /s/ Norman L. Lowery

                                               Norman L. Lowery, Vice President

ATTEST:

By: /s/ Michael Carty

    Michael Carty, Secretary