Exhibit 10.1

EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (the “Agreement”), entered into and effective as of the 1st day of January, 2007 (the “Effective Date”), by and between First Financial Bank, N.A. (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 $450,395 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:

     (a) Inflation;

     (b) Adjustments to the base salaries of other senior management personnel;

     (c) Past performance of the Employee; and

     (d) 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 and 2005 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 subsection 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 Association for Justice and the Indiana Trial Lawyers Association 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 subsection 4(d) are collectively referred to hereinafter as “Automobile Benefits.”

     (e) Vacation, Sick Leave and Disability . The Employee shall be entitled to 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 subsection 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 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 for a period of one 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 any non-legal 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 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, unless such actions are taken in connection with Employee engaging in the practice of law.

     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 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 shall prevent or restrict the Employee from engaging in the practice of law, including within the Restricted Geographical Area. In addition, nothing contained in this subsection 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, the two 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 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 subsection 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. 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, 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 any of the provisions of this Section against the breach or threatened breach of those provisions by the Employee. The remedies described in this Section are not exclusive and are in addition to all other remedies the Bank may have at law, in equity, or otherwise.

     (i) The Employee and the Bank acknowledge and agree that in the event of termination of the Employee’s employment 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 will not prevent him from earning a livelihood.

     (ii) The covenants on the part of the Employee contained in this Section 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 and as 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 the Employee is:

     (1) Unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or

     (2) By reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer.

     (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 and as 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. 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 and as due under those plans. Termination for “Just Cause” shall mean termination because of:

     (i) 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; or

     (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, 12 USC 1818(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 subsection 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) Cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Bank of invoices, bills, or other proof of payment by the Employee) of (A) all health insurance premiums for the Employee, his spouse and child living in the Employee’s household and Medicare supplement insurance, and life insurance (all as described in subsection 4(b)); (B) all other Employee Benefits (all as defined in subsection 4(a) excluding payments under the LTIP which will be made in accordance with the terms and conditions of the LTIP); and (C) professional and club dues, the cost of Employee’s continuing legal education requirements (as described in subsection 4(c)), all Automobile Benefits (as defined in subsection 4(d)) and other benefits which the Employee would otherwise 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 the Employee’s termination of employment. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 8(d)(iii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement.

     Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) 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 8(d)(i), (ii) and (iii) 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 under subsections 8(d)(i) and (ii) shall be paid in one lump sum within ten days of such termination. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s termination of employment, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

     (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 subsections 8(d) (i) and (ii) hereof, within 30 days following his date of termination and under subsection 8(d)(iii) as provided in subsection 8(d). 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 subsection 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 ten percent 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 subsections 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 this subsection 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 8(d)(i), (ii) and (iii) exceed any limitation on severance benefits that is imposed by the OCC on such benefits.

     (f) Voluntary Termination by Employee . Subject to subsection 4(b) and Section 10, the Employee may voluntarily terminate employment with the Bank during the term of this Agreement, upon at least 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, such benefits to be paid when and as due under those plans (unless such termination occurs pursuant to subsection 10(b) hereof, in which event the benefits, bonuses and base salary provided for in subsection 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) of the FDIA 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.

     (h) Separation from Service . If the Employee qualifies as a Key Employee (as defined in subsection 8(h)(i)) at the time of his Separation from Service (as defined in subsection 8(h)(ii)), the Bank may not make a payment pursuant to subsections 8(d) (disregarding subsection 8(d)(iii)(A)) and 8(e) and Section 10 (disregarding subsection

10(a)(1)(ii)(B)) earlier than six months following the date of the Employee’s Separation from Service (or, if earlier, the date of the Employee’s death). Payments to which the Key Employee would otherwise be entitled during the first six months following the date of his Separation from Service will be accumulated and paid to the Employee on the first day of the seventh month following the Employee’s Separation from Service.

     (i) Key Employee means an employee who is:

     (1) An officer of the Bank or First Financial Corporation having annual compensation greater than $140,000;

     (2) A five percent owner of the Bank or First Financial Corporation; or

     (3) A one percent owner of the Bank or First Financial Corporation having an annual compensation from the employer of more than $150,000.

The $140,000 amount in subsection 8(h)(i)(1) will be adjusted at the same time and in the same manner as under Code Section 415(d), except that the base period shall be the calendar quarter beginning July 1, 2001, and any increase under this sentence which is not a multiple of $5,000 shall be rounded to the next lower multiple of $5,000.

     (ii) Separation from Service means the date on which the Employee dies, retires or otherwise experiences a Termination of Employment with the Bank. Provided, however, a Separation from Service does not occur if the Employee is on military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Employee retains a right to reemployment with the Bank under an applicable statute or by contract. For purposes of this subsection 8(h)(ii), a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Employee will return to perform services for the Bank or First Financial Corporation. If the period of leave exceeds six months and the Employee does not retain the right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Employee to be unable to perform the duties of his position of employment or any substantially similar position of employment, a 29-month period of absence may be substituted for such six-month period. The Employee shall incur a “Termination of Employment” for purposes of this subsection 8(h)(ii) when a termination of employment has occurred under Treasury Regulation 1.409A-1(h)(ii).

     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 12 months after a Change in Control, as defined in subsection 10(a)(4), the Employee shall be paid the greater of :

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

     (ii) The product of 2.99 times the sum of: (A) his base salary in effect as of the date of the Change in Control; (B) 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 (C) cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Bank of invoices, bills or other proof of payment by the Employee) of obtaining all Employee Benefits (all as defined in subsection 4(a) excluding payments under the LTIP which will be made in accordance with the terms and conditions of the LTIP), health insurance premiums for the Employee, his spouse and child living in the Employee’s household, Medicare supplement insurance, life insurance (all as described in subsection 4(b)), professional and club dues, the cost of Employee’s continuing legal education requirements (all as described in subsection 4(c)), all Automobile Benefits (as defined in subsection 4(d)) and other benefits which the Employee would otherwise 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 the Employee’s termination of employment. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 10(a)(ii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement.

     (2) To the extent payments received based on the Employee’s termination of employment in connection with a Change in Control, or 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 termination of employment in connection with a Change in Control, or with 12 months after a Change in Control, the Employee becomes entitled to the amount payable under subsection 10(a), 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 in connection with a Change in Control, or within 12 months after a Change in Control (whether under the terms of this Agreement or any benefit plan or arrangement with First Financial Corporation or the Bank) 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 Non-cash Benefits and Deferred Payment . The value of any non-cash 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 one of the following events takes place:

     (i) Change in Ownership . A change in the ownership of the Bank or First Financial Corporation occurs on the date that any person, or group of persons, as defined below, acquires ownership of stock of the Bank or First Financial Corporation that, together with stock held by the person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Bank or First Financial Corporation. However, if any person or group is considered to own more than 50 percent of the total fair market value or total voting power of the stock, the acquisition of additional stock by the same person or group is not considered to cause a change in the ownership of the Bank or First Financial Corporation (or to cause a change in the effective control of the Bank or First Financial Corporation as defined in subsection 10(a)(4)(ii)). An increase in the percentage of stock owned by any person or group, as a result of a transaction in which the Bank or First Financial Corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this subsection. This subsection only applies when there is a transfer of stock of the Bank or First Financial Corporation (or issuance of stock of a corporation) and stock in the Bank or First Financial Corporation remains outstanding after the transaction.

For purposes of subsections 10(a)(4)(i) and (ii), persons will not be considered to be acting as a group solely because they purchase or own stock of the Bank or First Financial Corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock or similar business transaction with the Bank or First Financial Corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock or similar transaction, such shareholder is considered to be acting as a group with other shareholders only with respect to the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

     (ii) Change in the Effective Control . A change in the effective control of the Bank or First Financial Corporation will occur when: (i) any person or group (as defined in subsection 10(a)(4)(i)) acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person(s), ownership of stock of the Bank or First Financial Corporation possessing 30 percent or more of the total voting power; or (ii) a majority of members of the Board is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Bank’s or First Financial Corporation’s Board prior to the date of the appointment or election. However, if any person or group is considered to effectively control the Bank or First Financial Corporation, the acquisition of additional control

of the Bank or First Financial Corporation by the same person(s) is not considered to cause a change in the effective control.

     (iii) Change in the Ownership of a Substantial Portion of the Bank’s or First Financial Corporation’s Assets . A change in the ownership of a substantial portion of the Bank’s or First Financial Corporation’s assets occurs on the date that any person or group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person(s), assets from the Bank or First Financial Corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Bank or First Financial Corporation immediately prior to such acquisition(s). Gross fair market value means the value of the assets of the Bank or First Financial Corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

However, there is no Change in Control under this subsection when there is a transfer to an entity that is controlled by the shareholders of the Bank or First Financial Corporation immediately after the transfer. A transfer of assets by the Bank or First Financial Corporation is not treated as a change in the ownership of such assets if the assets are transferred to: (i) a shareholder of the Bank or First Financial Corporation (immediately before the asset transfer) in exchange for or with respect to its stock; (ii) an entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Bank or First Financial Corporation; (iii) a person, or group of persons, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the Bank or First Financial Corporation or (iv) an entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in (iii). For purposes of this subsection, except as otherwise provided, a person’s status is determined immediately after the transfer of the assets. For example, a transfer to a company in which the Bank or First Financial Corporation has no ownership interest before the transaction, but which is a majority-owned subsidiary of the Bank or First Financial Corporation after the transaction, is not treated as a change in the ownership of the assets of the transferor Bank or First Financial Corporation.

For purposes of this subsection 10(a)(4)(iii), persons will not be considered to be acting as a group solely because they purchase assets of the Bank or First Financial Corporation at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Bank or First Financial Corporation. If a person, including an entity shareholder, owns stock in both corporations that enter into a merger, consolidation, purchase

or acquisition of assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

     Notwithstanding the foregoing, the acquisition of Bank or First Financial Corporation stock by any retirement plan sponsored by the Bank or an affiliate of the Bank will not constitute a Change in Control. Additionally, notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 10(a) shall be reduced to the extent that on the date of the Employee’s termination of employment, the amount payable under subsection 10(a) 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 12 months following a Change in Control of the Bank or First Financial Corporation, as defined in subsection 10(a)(4), and the Employee shall thereupon be entitled to receive the payment described in subsections 10(a)(1), (2) and (3) of this Agreement, within 30 days following the occurrence of any of the following events, which has not been consented to in advance by the Employee in writing. During such 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 subsection 4(d), reimbursement or payment of professional and club dues, and the cost of the Employee’s continuing legal education requirements as described in subsection 4(c). In the event subsection 8(h) applies at the time of the Employee’s termination, the six-month suspension period shall not prevent the Employee from continuing to receive reimbursement of health insurance premiums for himself, his spouse and child living in the Employee’s household, Medicare supplement insurance and life insurance (all as described in subsection 4(b)) immediately following his termination of employment, without regard to the six-month suspension applicable to cash payments and other benefit amounts.

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

     (ii) A reduction of ten percent 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 subsections 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 subsections 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 which was not approved in advance by a resolution of a majority of the Directors of First Financial Corporation, the Bank or First Financial Corporation 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 subsections 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 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 subsections 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 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 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 subsections 10(a)(1), (2) and (3), 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 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 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 10(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, if any. 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 subsection 10(d)(2), the trustee of the Trust shall continue to hold, in trust, the deposit referred to in subsection 10(b)(1) until a final decision is rendered by the arbitrator pursuant to subsection 10(b)(2).

     (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, whether instituted by formal legal proceedings or submitted to arbitration pursuant to subsection 10(d)(2), including any action that the Employee takes to enforce the terms of this Section 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 subsection 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 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 subsection 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 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 one percent 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 or First Financial Corporation, provided that this Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Bank or First Financial Corporation which shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or substantially all of the assets or stock of the Bank or First Financial Corporation.

          (b)  Employee . Because 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. Should any particular covenant, provision or clause of this Agreement be held unreasonable or unenforceable for any reason, including without limitation, the time period, geographic area and/or scope of activity covered by such covenant, provision or clause, the Bank and Employee acknowledge and agree that such covenant, provision or clause shall be given effect and enforced to whatever extent would be reasonable and enforceable under applicable law.

     17.  Entire Agreement . This Agreement: (a) supersedes all other understandings and agreements, oral or written, between the parties with respect to the subject matter of this Agreement; and (b) constitutes the sole agreement between the parties with respect to this subject matter.

     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 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:

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.

     21.  Waiver . The waiver by either party of a breach of any provision of this Agreement, or failure to insist upon strict compliance with the terms of this Agreement, shall not be deemed a waiver of any subsequent breach or relinquishment of any right or power under this Agreement.

     22.  Review and Consultation . Employee acknowledges and agrees he (a) has read this Agreement in its entirety prior to executing it, (b) understands the provisions and effects of this Agreement and (c) has consulted with such attorneys, accountants and financial or other advisors as he has deemed appropriate in connection with the execution of this Agreement. Employee understands, acknowledges and agrees that he has not received any advice, counsel or recommendation with respect to this Agreement from Employer’s attorneys.

* * *

      IN WITNESS WHEREOF , the parties have executed this Agreement on this 29 ^th day of August, 2007.

ATTEST				FIRST FINANCIAL BANK, N.A.
/s/ Leticia E. Wright   Title: Transfer Agent				/s/ Michael A. Carty   Michael A. Carty, Secretary/Treasurer
				EMPLOYEE
				/s/ Norman L. Lowery   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 or if the Bank fails to perform, First Financial Corporation agrees to honor the terms of this Agreement and continue to make any such payments due hereunder to Employee or to satisfy any such obligation pursuant to the terms of this Agreement. The undersigned further agrees to nominate Employee to the Board of Directors of First Financial Corporation during the term of this Agreement.

ATTEST				FIRST FINANCIAL CORPORATION
/s/ Michael A. Carty   Title: Secretary				/s/ Donald E. Smith   Donald E. Smith, President

Exhibit 10.5

FIRST FINANCIAL CORPORATION 2005

EXECUTIVES’ DEFERRED COMPENSATION PLAN

Effective Date: January 1, 2005

Krieg DeVault LLP
One Indiana Square, Suite 2800
Indianapolis, IN 46204-2079
www.kriegdevault.com

FIRST FINANCIAL CORPORATION 2005
EXECUTIVES’ DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

ARTICLE		PAGE
INTRODUCTION			1
ARTICLE I DEFINITIONS			1
1.1 “Acceleration Event”			1
1.2 “Account”			1
1.3 “Adjustment”			1
1.4 “Board”			1
1.5 “Bonus Compensation”			1
1.6 “Code”			1
1.7 “Committee”			1
1.8 “Company”			1
1.9 “Compensation”			1
1.10 “Deferral Account”			2
1.11 “Effective Date”			2
1.12 “Employee”			2
1.13 “Employer”			2
1.14 “ESOP”			2
1.15 “ESOP Account”			2
1.16 “Key Employee”			2
1.17 “Participant”			2
1.18 “Participant Deferral Contributions”			2
1.19 “Plan”			3
1.20 “Plan Year”			3
1.21 “Separation from Service			3
1.22 “Unforeseeable Emergency”			3
ARTICLE II ELIGIBILITY AND PARTICIPATION			3
ARTICLE III CONTRIBUTIONS AND ALLOCATIONS			4
3.1 Participant Deferral Contributions			4
3.2 Deferral Elections			4
3.3 Supplemental Benefit			5
3.4 Allocation of Contributions and Adjustments			6
ARTICLE IV INVESTMENT OF CONTRIBUTIONS			6
4.1 Investments			6
4.2 Unsecured Contractual Rights			7

ARTICLE		PAGE
ARTICLE V DISTRIBUTIONS			7
5.1 Time of Payment of Benefits			7
5.2 Method of Payment of Benefits			7
5.3 Benefit Payment Elections			8
5.4 Death of the Participant and Beneficiary Designation			8
5.5 Unforeseeable Emergency			9
5.6 Acceleration of Time of Payment			10
ARTICLE VI PLAN ADMINISTRATION			12
6.1 Administration by the Committee			12
6.2 Powers and Responsibilities of the Committee			13
6.3 Liabilities			13
6.4 Income and Employment Tax Withholding			13
ARTICLE VII AMENDMENT AND TERMINATION OF THE PLAN			14
7.1 Amendment of the Plan			14
7.2 Termination of the Plan			14
ARTICLE VIII CLAIMS PROCEDURES			14
8.1 Procedures Governing Benefit Claims			14
8.2 Notification of Benefit Determinations			14
8.3 Manner and Content of Notification of Benefit Determinations			14
8.4 Appeal of Adverse Benefit Determinations			15
8.5 Benefit Determination on Review			15
8.6 Notification of Benefit Determination on Review			15
8.7 Manner and Content of Notification of Benefit Determination on Review			16
8.8 Court Action			16
ARTICLE IX MISCELLANEOUS			16
9.1 Governing Law			16
9.2 Headings and Gender			16
9.3 Participant’s Rights; Acquittance			16
9.4 Spendthrift Clause			16
9.5 Counterparts			17
9.6 No Enlargement of Employment Rights			17
9.7 Limitations on Liability			17
9.8 Incapacity of Participant or Beneficiary			17
9.9 Corporate Successors			17
9.10 Evidence			17
9.11 Action by Employer			17
9.12 Severability			17

INTRODUCTION

     The purpose of this Plan is to permit a select group of management or highly compensated Employees to elect to defer compensation from the Employer without regard to the limitations imposed by the Code on the benefits which may accrue to those Employees under the Employer’s tax-qualified retirement plans and to provide supplemental retirement benefits to help recompense the Employees for benefits lost due to the imposition of Code limitations on tax-qualified retirement benefits. It is the intention of the Employer that the Plan will constitute a deferred compensation arrangement that complies with Code Section 409A and an unfunded arrangement maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for federal income tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended.

ARTICLE I

DEFINITIONS

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

     1.1 “Acceleration Event” means those events described in Section 5.6 which permit acceleration of the time of payment of a Participant’s benefit under the Plan.

     1.2 “Account” means the Participant’s ESOP Account and Deferral Account.

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

     1.4 “Board” means the Board of Directors of First Financial Corporation.

     1.5 “Bonus Compensation” means amounts received by Participant due to an annual bonus where the amount of, or entitlement to the bonus, is contingent and not part of the Participant’s base salary.

     1.6 “Code” means the Internal Revenue Code of 1986, as amended.

     1.7 “Committee” means the Compensation Committee of the Board.

     1.8 “Company” means First Financial Corporation.

     1.9 “Compensation” means the Participant’s total compensation from his Employer for a Plan Year, other than Bonus Compensation or deferred compensation that is currently included in gross income, but including any salary reduction Employer contributions made on behalf of the Participant under this Plan or under a plan which qualifies under Code Section

401(k) and/or Code Section 125. Compensation taken into account under the Plan will not be limited as provided in Code Section 401(a)(17).

     1.10 “Deferral Account” means the individual bookkeeping account maintained for each Participant in accordance with subsection 3.4(a) and which is credited with Participant Deferral Contributions for that Participant.

     1.11 “Effective Date” means January 1, 2005.

     1.12 “Employee” means any individual who is employed by an Employer.

     1.13 “Employer” means the Company, First Financial Bank, NA or any other entity First Financial Corporation allows to adopt and become a co-sponsor of the Plan.

     1.14 “ESOP” means the First Financial Corporation Employee Stock Ownership Plan, as amended from time to time.

     1.15 “ESOP Account” means the individual bookkeeping account maintained for each Participant in accordance with subsection 3.4(b) and which is credited with any Supplemental Benefit contributed for that Participant pursuant to Section 3.3.

     1.16 “Key Employee” means an Employee who is:

	(a)		An officer of an Employer having annual compensation greater than $140,000;
	(b)		A five-percent owner of the Company; or
	(c)		A one-percent owner of the Company having annual compensation greater than $150,000.

The $140,000 amount in subsection 1.16 (a) will be adjusted at the same time and in the same manner as under Code Section 415(d), except that the base period will be the calendar quarter beginning July 1, 2001, and any increase under this sentence which is not a multiple of $5,000 will be rounded to the next lower multiple of $5,000.

     1.17 “Participant” means a salaried executive Employee of an Employer who becomes a Participant pursuant to the provisions of Article II of the Plan.

     1.18 “Participant Deferral Contributions” means contributions made to the Plan pursuant to Section 3.1 by an Employer, at the election of the Participant, in lieu of Compensation or Bonus Compensation, under a deferral election filed by the Participant. Although the term “contribution” is used for ease of reference, credits to Participants’ individual accounts under the Plan are merely credits to a bookkeeping account.

     1.19 “Plan” means the deferred compensation plan embodied herein, as amended from time to time, known as the First Financial Corporation 2005 Executives’ Deferred Compensation Plan.

     1.20 “Plan Year” means the 12-month period beginning each January 1 and ending on the following December 31.

     1.21 “Separation from Service” means the date on which the Participant dies, retires or otherwise experiences a Termination of Employment with the Employer. Provided, however, a Separation from Service does not occur if the Participant is on military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. For purposes of this Section 1.21, a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer. If the period of leave exceeds six months and the Participant does not retain the right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Participant to be unable to perform the duties of his position of employment or any substantially similar position of employment, a 29-month period of absence may be substituted for such six-month period. The Participant shall incur a “Termination of Employment” for purposes of this Section 1.21 when a termination of employment has occurred under Treasury Regulation 1.409A-1(h)(ii).

     1.22 “Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary, or the Participant’s dependent (as defined in Code Section 152(a), without regard to Code Sections 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); imminent foreclosure of or eviction from the Participant’s primary residence; the need to pay for medical expenses, including non-refundable deductibles, as well as for the costs of prescription drug medication; the need to pay for the funeral expenses of a spouse or a dependent (as defined in Code Section 152(a)) or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

     A member of a select group of management or highly compensated Employees is eligible to become a Participant in the Plan provided the Employee is designated as a Participant by the Committee in writing. A designated Employee will become a Participant as of the later of the Effective Date or the date specified by the Committee. A Participant may be removed as an active Participant by the Committee effective as of any date, so that the Participant will not be

entitled to make deferrals or receive benefit accruals under Article III on or after that date, except that no removal shall retroactively impair or otherwise adversely affect (without written consent) the rights of a Participant or beneficiary which have accrued prior to the date of such action.

ARTICLE III

CONTRIBUTIONS AND ALLOCATIONS

     3.1 Participant Deferral Contributions .

	(a)		Compensation Deferral Elections . Subject to the terms and limitations of this Article, a Participant may elect to have a portion of the Participant’s Compensation withheld by the Company and credited as a Participant Deferral Contribution under this Plan.
	(b)		Bonus Deferral Elections . Subject to the terms and limitations of this Article, a Participant may elect to have all or a portion of the Participant’s Bonus Compensation withheld by the Company and credited as a Participant Deferral Contribution under this Plan.
	(c)		Limit on Contributions . The maximum amount of a Participant’s Compensation or Bonus Compensation that may be subject to Participant Deferral Contributions for a Plan Year will be (i) 50 percent of the Participant’s Compensation, and (ii) 100 percent of any Bonus Compensation.

     3.2 Deferral Elections . Participant Deferral Contributions will be withheld from a Participant’s Compensation or Bonus Compensation in accordance with the following terms and conditions.

	(a)		Requirement for Deferral Elections . As a condition to Bank’s obligation to withhold and the Committee’s obligation to credit Participant Deferral Contributions for the benefit of a Participant pursuant to Section 3.1, the Participant must complete and file a deferral election form with the Committee (in a format prescribed by the Committee).
	(b)		Timing of Execution and Delivery of Elections . To be effective to defer any portion of a Participant’s Compensation or Bonus Compensation, a deferral election form must be filed with the Committee with respect to that Compensation or Bonus Compensation on or prior to the last day of the calendar year preceding the Plan Year in which the services giving rise to the Compensation or Bonus Compensation are performed. For example, to defer Compensation or Bonus Compensation payable with respect to services performed during the 2007 Plan Year, an election must be filed on or before December 31, 2006.

	(c)		Initial Eligibility . In the case of the first Plan Year in which an individual becomes a Participant, the deferral election form may be filed with the Committee at any time within 30 days of the date the individual becomes a Participant (rather than the date specified under subsection (b)). This initial election will only apply to Compensation or Bonus Compensation paid for services performed after the filing of the deferral election form. This special initial eligibility election rule will not apply if the Participant is or has been a participant in a deferred compensation arrangement required to be aggregated with this Plan under the rules of Section 409A.
	(d)		Modification of Deferral Elections . Subject to the provisions of subsection 3.2(e), once made, a deferral election will remain in effect for a Plan Year, unless the election is revoked or a new election filed prior to the beginning of the Plan Year. The revocation or new election must be filed in accordance with the requirements of subsection (b) above. No election may be changed for Compensation or Bonus Compensation payable for a Plan Year after the last day of the election period described in subsection (b). For example, any election in place for 2007 Compensation may not be changed after December 31, 2006, except as provided in subsection 3.2(e).
	(e)		Unforeseeable Emergency . The Committee, in its sole discretion, may cancel a Participant’s election to defer Compensation or Bonus Compensation if the Committee determines the Participant has suffered an “Unforeseeable Emergency,” as defined in Section 1.22. The cancellation will apply to the period after the Committee’s determination. The Participant must submit a signed statement of the facts causing the severe financial hardship and any other information required by the Committee, in its sole discretion. An “Unforeseeable Emergency” will be deemed to occur for purposes of this Section if a Participant receives a hardship withdrawal from the First Financial Corporation 401(k) Plan pursuant to Code Section 401(k) and Treasury Regulation 1.401(k)-1(d)(3).

     3.3 Supplemental Benefit . An Employer will make a contribution to each Participant’s ESOP Account for each Plan Year in an amount equal to the amount that would have been contributed to the ESOP, but was not, due to the limitation of Code Section 401(a)(17), for the benefit of the Participant for the ESOP’s plan year that ends with or within that Plan Year.

     3.4 Allocation of Contributions and Adjustments .

	(a)		Deferral Account . The Committee will establish and maintain a Deferral Account in the name of each Participant, to which the Committee will credit all amounts to be allocated to each Participant pursuant to Sections 3.1, 3.2 and 4.1 and from which the Committee will debit all amounts paid to the Participant or his designated beneficiary(ies) pursuant to Article V.
	(b)		ESOP Account . The Committee will also establish and maintain an ESOP account in the name of each Participant, to which the Committee will credit all amounts to be allocated to each Participant pursuant to Sections 3.3 and 4.1 and from which the Committee will debit all amounts paid to the Participant or his designated beneficiary(ies) pursuant to Article V.
	(c)		Determination of Adjustments . Following the allocations made pursuant to the foregoing, the Committee will determine the Adjustments for December 31st of each Plan Year, and on such other dates as the Committee deems necessary or advisable, by adding together all income received, and realized and unrealized gains and losses, and deducting therefrom all taxes, charges or expenses (unless paid separately by the Employers in the Committee’s discretion, outside the confines of this Plan) and any realized and unrealized losses since the most recent allocation of Adjustments to Participants’ Deferral and ESOP Accounts.
	(d)		Allocation of Adjustments . The Adjustments will be allocated as of the allocation date specified in subsection (c) to the Deferral and ESOP Accounts of Participants who maintain a credit balance in their Deferral and ESOP Accounts as of such date as provided in Section 1.3.

ARTICLE IV

INVESTMENT OF CONTRIBUTIONS

     4.1 Investments . All contributions under the Plan will be credited to each Participant’s Deferral Account or ESOP Account as provided in Section 3.4. The Adjustment to each Participant’s Deferral Account will be determined by the earnings on the investments made under the Plan through a so-called irrevocable “rabbi” trust established and maintained by the Company to provide for the benefits created by this Plan. The Participant may direct the trustee of the rabbi trust to invest his Deferral Account in any investment approved by the Committee from time to time, including whole shares of Company common stock. The Committee may establish any rule or procedure it deems necessary or desirable concerning the Participant’s ability to direct or failure to direct the investment of the rabbi trust funds. A Participant’s ESOP Account will be invested in whole shares of Company common stock through the rabbi trust. Fractional shares will be invested in shares of Company common stock or in cash or cash equivalents as determined from time to time by the Committee. No provision of the Plan will impose or be deemed to impose any obligation upon the Employers, other than an unsecured contractual obligation to make a payment to a Participant or his beneficiary(ies) in accordance

with the terms of the Plan. Benefits payable under the Plan will be paid directly by the Employers from their general assets to the extent not paid from the rabbi trust established by the Company.

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

ARTICLE V

DISTRIBUTIONS

     5.1 Time of Payment of Benefits . Distribution of all amounts credited to a Participant’s Deferral and ESOP Accounts, including any Adjustments credited in accordance with Section 3.4, will commence within 60 days after the Participant’s Separation from Service, except as provided in Sections 5.4 through 5.6. If at the time of the Participant’s Separation from Service, for any reason other than death, the Participant meets the definition of a Key Employee, payment of all amounts under this Section will be suspended for six months immediately following the Participant’s Separation from Service. If the Participant elected to receive payment of his benefit in the form of installments, payment of any installments that the Participant was otherwise entitled to receive during the six-month suspension period will be accumulated and paid in the form of a lump sum on the first day following the six-month suspension period. The remainder of the Participant’s benefit will then commence distribution in the manner and at the time elected by the Participant. If the Participant elected to receive payment of his benefit in the form of a lump sum, he will receive payment of that amount on the first day following the six-month suspension period. If the Participant incurs a Separation from Service due to death, regardless of whether the Participant meets the definition of a Key Employee, payment of his benefit will not be suspended.

     5.2 Method of Payment of Benefits . The balance of a Participant’s Deferral and ESOP Accounts will be distributed in cash or kind, as determined by the Committee, in one of the following methods effectively elected by the Participant in his payment election form:

	(a)		A single lump sum.
	(b)		Installments payable at such monthly, quarterly, semi-annual or annual intervals as will be elected by the Participant, over a period not in excess of 20 years.
	(c)		A combination of the methods specified in subsections (a) and (b).

     5.3 Benefit Payment Elections .

	(a)		Initial Election . A Participant may elect the manner in which his Account balance will be paid to him under Section 5.2 and to his beneficiaries under Section 5.4 in accordance with the terms and conditions of this Section. To make an election a Participant must file an election with the Committee (on a form or forms prescribed by the Committee). To be effective, the election under this Section must be filed with the Committee no later than the later of: (i) the time the Participant first makes a deferral election under the Plan (or under any other plan required to be aggregated with this Plan pursuant to the requirements of Code Section 409A); or (ii) December 31, 2007. If no election is made or if the election is not timely or properly made, distribution will be made in the form of a single lump sum payment.
	(b)		Change of Election . An election as to the manner of payment may not be changed after the payment has been made or installment payments have commenced. Prior to that time, a Participant may change his election by filing a new election form with the Committee; provided, however, that: (i) the new election will not take effect until at least 12 months after the date the new election is filed; (ii) the single lump sum payment or the commencement of installment payments with respect to which such election is made must be deferred for a period of not less than five years from the date such payment would otherwise have been made; and (iii) the new election is filed at least 12 months prior to the date of the first scheduled payment under the Plan.
	(c)		Installments . If installment distributions are elected, the initial installment amount will be the Account balance otherwise payable in a single sum multiplied by a fraction, the numerator of which is one and the denominator of which is the total number of installment distributions. Subsequent installments will also be a fraction of the unpaid Account balance, the numerator of which is always one but the denominator of which is the denominator used in calculating the previous installment minus one. For example, if five annual installment payments are elected, the initial installment will be one-fifth of the vested single sum Account balance, the second installment will be one-fourth of the remaining Account balance and the third installment will be one-third of the remaining Account balance, and so on.

     5.4 Death of the Participant and Beneficiary Designation .

(a)

Form and Time of Payment . In the event a Participant dies prior to the time his benefits under the Plan are distributed, the balance in his Deferral and ESOP Accounts will be paid to his designated beneficiary(ies) in a single lump sum. Such distribution will be made within 60 days of the

date of the Participant’s death. If the Participant dies after distribution of his benefits under the Plan has commenced, his remaining benefit, if any, will be paid to his designated beneficiary(ies) in a single lump sum.

(b)

Designation of Beneficiaries . The Participant may designate a primary and contingent beneficiary(ies) to receive any amount payable under subsection 5.4(a). Such designation may be changed at any time for any reason by the Participant. If the Participant fails to designate a beneficiary, or if such designation will for any reason be illegal or ineffective, or if the designated beneficiary(ies) will not survive the Participant, his benefits under the Plan will be paid: (i) to his surviving spouse; (ii) if there is no surviving spouse, to the duly appointed and qualified executor or other personal representative of the Participant to be distributed in accordance with the Participant’s will or applicable intestacy law; or (iii) in the event there is no such representative appointed and qualified within 45 days after the Participant’s death, then to such persons as, at the date of death, would be entitled to share in the distribution of the Participant’s estate under the provisions of the applicable statutes then in force governing the descent of intestate property, in the proportions specified in such statute.

     5.5 Unforeseeable Emergency . In the event the Committee determines in its sole discretion that a Participant has experienced an Unforeseeable Emergency, as defined in Section 1.22, all or a portion of a Participant’s Account may be distributed in a single lump sum payment no later than 60 days after the Committee’s determination. The Participant must submit a signed statement of the facts causing the severe financial hardship and any other information required by the Committee, in its sole discretion. Payment under this section is subject to the following conditions:

	(a)		The emergency must not be able to be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent liquidation of such assets would not cause severe financial hardship, or by cessation of deferrals under this Plan.
	(b)		The amount of the distribution must be limited to the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution) and must take into account any additional compensation available due to cancellation of a deferral election under Section 3.2(e). However, the determination of amounts reasonably necessary to satisfy the emergency need is not required to take into account any additional compensation that due to the unforeseeable emergency is available under another nonqualified deferred compensation plan but has not actually been paid, or that is available due to the unforeseeable emergency under another plan that would provide for

deferred compensation except due to the application of the effective date provisions of Treasury Regulation 1.409A-6. The payment may be made from any plan in which the Participant participates that provides for payment upon an Unforeseeable Emergency, provided that the plan under which the payment was made must be designated at the time of payment.

     5.6 Acceleration of Time of Payment . Except as provided in Section 5.5 or this Section 5.6, the time or schedule of payment of a Participant’s Account provided in Sections 5.1 through 5.4 may not be accelerated. The time or schedule of payment of a Participant’s Account may be accelerated in the following circumstances, each of which is an “Acceleration Event,” to a time that is no later than 60 days following the Committee’s determination that one of the Acceleration Events has occurred:

	(a)		Domestic Relations Order . The time or schedule of a payment from a Participant’s Account may be accelerated to make a payment to an individual other than the Participant as may be necessary to fulfill a domestic relations order (as defined in Code Section 414(p)(1)(B)).
	(b)		Conflicts of Interest . The time or schedule of a payment from a Participant’s Account may be accelerated to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local, or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the service provider to participate in activities in the normal course of his or her position in which the service provider would otherwise not be able to participate under an applicable rule). A payment is reasonably necessary to avoid the violation of Federal, state, local, or foreign ethics laws or conflicts of interest law if the payment is a necessary part of a course of action that results in compliance with a Federal, state, local, or foreign ethics law or conflicts of interest law that would be violated absent such course of action, regardless of whether other actions would also result in compliance with the Federal, state, local, or foreign ethics law or conflicts of interest law.
	(c)		Payment of Employment Taxes . The time or schedule of a payment from a Participant’s Account may be accelerated to pay the Federal Insurance Contribution Act (“FICA”) tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) on compensation deferred under the Plan. Additionally, the time or schedule of a payment from a Participant’s Account may be accelerated under the Plan to pay the income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of state, local or foreign tax laws as a result of payment of the FICA amount, and to pay the additional income tax at source on wages attributable to the pyramiding section 3401 wages and taxes. However, the total payment under this paragraph will not exceed the aggregate of the FICA amount and the related income tax withholding on such FICA amount.

	(d)		Income Inclusion Under Code Section 409A . The time or schedule of a payment from a Participant’s Account may be accelerated to pay the income tax, interest and penalties imposed if the Plan fails to meet the requirements of Code Section 409A and related regulations; provided, however, such payment will not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Code Section 409A and related regulations.
	(e)		Plan Termination . The time or schedule of payment or commencement of payments from a Participant’s Account may be accelerated when the Plan is terminated in accordance with one of the following:

(i)

The Company terminates the Plan within 12 months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is constructively received).

	(A)		The calendar year in which the Plan termination and liquidation occurs;
	(B)		The first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
	(C)		The first calendar year in which the payment is administratively practicable.

(ii)

The Company’s irrevocable action to terminate and liquidate the Plan within the 30 days preceding or the 12 months following a change in control as defined in Treasury Regulation 1.409A-3(i)(5). For purposes of this subsection 5.6(e), the Plan may be terminated only if all agreements, methods, programs, and other arrangements sponsored by the Employer immediately after the time of the change in control with respect to which deferrals of compensation are treated as having been deferred under a single plan under Treasury Regulation 1.409A-1(c)(2) are terminated and liquidated with respect to each Participant that experienced the change in control, so that under the terms of the termination and liquidation all such Participants are required to receive all amounts of compensation deferred under the Plan and other arrangements within 12 months of the date the Company irrevocably takes all necessary action to terminate and liquidate the Plan and other arrangements.

(iii)

The Company’s termination and liquidation of the Plan, provided that:

	(A)		The termination and liquidation does not occur proximate to a downturn in the financial health of the Company;
	(B)		The Company terminates and liquidates all agreements, programs, and other arrangements that would be aggregated under Treasury Regulation §1.409A-1(c) if the Participant had deferrals of compensation under all of the agreements, methods, programs, and other arrangements that are terminated and liquidated;
	(C)		No payments in liquidation of the Plan are made within 12 months of the date the Company takes all necessary action to irrevocably terminate and liquidate the plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred;
	(D)		All payments are made within 24 months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan; and
	(E)		The Company does not adopt a new plan or arrangement that would be aggregated with any terminated and liquidated plan or arrangement under Treasury Regulation §1.409A-1(c) if the same Participant participated in both plans or arrangements, at any time within three years following the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan.

(iv)

Such other events and conditions as the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

ARTICLE VI

PLAN ADMINISTRATION

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

     6.2 Powers and Responsibilities of the Committee .

	(a)		The Committee will have all powers necessary to administer the Plan, including the power to construe and interpret the Plan documents; to decide all questions relating to an individual’s eligibility to participate in the Plan; to determine whether a Participant has actually incurred a Separation from Service; to determine the amount, manner and timing of any distribution of benefits or withdrawal under the Plan; to resolve any claim for benefits in accordance with Article VIII, and to appoint or employ advisors, including legal counsel, to render advice with respect to any of the Committee’s responsibilities under the Plan. Any construction, interpretation or application of the Plan by the Committee will be final, conclusive and binding. All actions by the Committee will be taken pursuant to uniform standards applied to all persons similarly situated.
	(b)		Records and Reports . The Committee will be responsible for maintaining sufficient records to determine each Participant’s eligibility to participate in the Plan, and the Compensation and Bonus Compensation of each Participant for purposes of determining the amount of contributions that may be made by or on behalf of the Participant under the Plan.
	(c)		Rules and Decisions . The Committee may adopt such rules as it deems necessary, desirable or appropriate in the administration of the Plan. All rules and decisions of the Committee will be applied uniformly and consistently to all Participants in similar circumstances. When making a determination or calculation, the Committee will be entitled to rely upon information furnished by a Participant or beneficiary(ies), the Employers or the legal counsel of an Employer.
	(d)		Application and Forms for Benefits . The Committee may require a Participant or beneficiary to complete and file with it an application for a benefit, and to furnish all pertinent information requested by it. The Committee may rely upon all such information so furnished to it, including the Participant’s or beneficiary’s current mailing address.

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

     6.4 Income and Employment Tax Withholding . The Employers will be responsible for withholding from the Participant’s Compensation or Bonus Compensation or from the distribution of his benefit under the Plan of all applicable federal, state, city and local taxes.

ARTICLE VII

AMENDMENT AND TERMINATION OF THE PLAN

     7.1 Amendment of the Plan . The Company will have the right at any time to modify, alter or amend the Plan in whole or in part, except that no amendment or suspension shall retroactively impair or otherwise adversely affect (without written consent) the rights of a Participant or beneficiary which have accrued prior to the date of such action.

     7.2 Termination of the Plan . The Company reserves the right at any time to terminate the Plan or to reduce or cease benefit accruals at any time, except that no amendment or suspension shall retroactively impair or otherwise adversely affect (without written consent) the rights of a Participant or beneficiary which have accrued prior to the date of such action.

ARTICLE VIII

CLAIMS PROCEDURES

     8.1 Procedures Governing Benefit Claims . For purposes of the Plan, a “Benefit Claim” means a request for a Plan benefit or benefits, made by a Claimant or by an authorized representative of a Claimant, which complies with the Plan’s procedures for making benefit claims. “Claimant” means a Participant, a surviving spouse of a Participant, a beneficiary, an Alternate Payee or a personal representative of the Participant’s estate who is claiming entitlement to the payment of any benefit under the Plan. “Alternate Payee” means any spouse, former spouse, child or other dependent of a Participant who is recognized by a domestic relations order as having a right to receive all, or a portion of, the benefits payable under the Plan with respect to such Participant.

     8.2 Notification of Benefit Determinations . The Committee will notify a Claimant, in accordance with Section 8.3, of the Plan’s benefit determination within a reasonable period of time after a Participant’s Separation from Service or after the Committee’s receipt of a Benefit Claim, but not later than 90 days after receipt of the Benefit Claim by the Committee. 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.

     8.3 Manner and Content of Notification of Benefit Determinations . All notices given by the Committee under this Article 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; and
	(d)		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 payable under the Plan.

     8.4 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 after receiving the determination.

     The written request for a review must be filed with the Board. Upon receiving the written request for review, the Board 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.

     8.5 Benefit Determination on Review . All appeals by a Claimant of an Adverse Benefit Determination will receive a full and fair review by the Board.

     8.6 Notification of Benefit Determination on Review . The Board will notify a Claimant, in accordance with Section 8.7, of the Plan’s benefit determination on review within a reasonable period of time, but not later than 60 days 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 Board, the Claimant will be notified, prior to the termination of the initial 60 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 after receipt of a request for review.

     8.7 Manner and Content of Notification of Benefit Determination on Review . The Board will provide a Claimant with notification of its benefit determination on review in the method described in Section 8.3.

     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.

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

ARTICLE IX

MISCELLANEOUS

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

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

     9.3 Participant’s Rights; Acquittance . No Participant will acquire any right to be retained in an Employer’s employ by virtue of the Plan, nor, upon his Separation from Service, will he have any right or interest in or to any Plan assets other than as specifically provided herein.

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

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

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

     9.7 Limitations on Liability . Notwithstanding any of the preceding provisions of the Plan, none of the Employer, the Committee and each individual acting as an employee or agent of any of them will be liable to any Participant, Employee, Alternate Payee or beneficiary(ies) for any claim (other than a claim for benefits), loss, liability or expense incurred in connection with the Plan, except when the same will have been judicially determined to be due to the gross negligence or willful misconduct of such person.

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

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

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

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

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

SIGNATURES

     IN WITNESS WHEREOF, the Company has caused this First Financial Corporation 2005 Executives’ Deferred Compensation Plan to be executed by its officers thereunder duly authorized, this 29 ^th day of August, 2007, but effective as of January 1, 2005.

ATTEST:
By:		/s/ Michael A. Carty   Michael A. Carty, Secretary and Treasurer

Exhibit 10.6

FIRST FINANCIAL CORPORATION 2005

EXECUTIVES’ SUPPLEMENTAL RETIREMENT PLAN

Effective Date: January 1, 2005

Krieg DeVault LLP
One Indiana Square, Suite 2800
Indianapolis, IN 46204-2079
www.kriegdevault.com

FIRST FINANCIAL CORPORATION 2005
EXECUTIVES’ SUPPLEMENTAL RETIREMENT PLAN

TABLE OF CONTENTS

ARTICLE		PAGE
INTRODUCTION			i
Article I DEFINITIONS			i
1.1 “2005 EDCP”			i
1.2 “Board”			i
1.3 “Code”			i
1.4 “Committee”			i
1.5 “Company”			i
1.6 “Effective Date”			i
1.7 “Employee”			i
1.8 “Employer”			i
1.9 “ESOP”			i
1.10 “Frozen EDCP”			i
1.11 “Frozen ESRP”			i
1.12 “Key Employee”			i
1.13 “Participant”		ii
1.14 “Participant Benefit”		ii
1.15 “Pension Plan”		ii
1.16 “Plan”		ii
1.17 “Plan Year”		ii
1.18 “Separation from Service”		ii
Article II ELIGIBILITY AND PARTICIPATION		iii
Article III BENEFITS		iii
3.1 Amount of Benefit		iii
3.2 Sample Calculation of Benefit		iv
Article IV INVESTMENT OF CONTRIBUTIONS		iv
4.1 Investments		iv
4.2 Unsecured Contractual Rights		iv
Article V DISTRIBUTIONS		iv
5.1 Time of Payment of Benefits		iv
5.2 Method of Payment of Benefits			v
5.3 Benefit Payment Elections			v
5.4 Death of the Participant and Beneficiary Designation			v
5.5 Acceleration of Time of Payment		vi

ARTICLE		PAGE
Article VI PLAN ADMINISTRATION		ix
6.1 Administration by the Committee		ix
6.2 Powers and Responsibilities of the Committee		ix
6.3 Liabilities			x
6.4 Income and Employment Tax Withholding			x
Article VII AMENDMENT AND TERMINATION OF THE PLAN			x
7.1 Amendment of the Plan			x
7.2 Termination of the Plan			x
Article VIII CLAIMS PROCEDURES			x
8.1 Procedures Governing Benefit Claims			x
8.2 Notification of Benefit Determinations			x
8.3 Manner and Content of Notification of Benefit Determinations			x
8.4 Appeal of Adverse Benefit Determinations		xi
8.5 Benefit Determination on Review		xi
8.6 Notification of Benefit Determination on Review		xi
8.7 Manner and Content of Notification of Benefit Determination on Review		xii
8.8 Court Action		xii
Article IX MISCELLANEOUS		xii
9.1 Governing Law		xii
9.2 Headings and Gender		xii
9.3 Participant’s Rights; Acquittance		xiii
9.4 Spendthrift Clause		xiii
9.5 Counterparts		xiii
9.6 No Enlargement of Employment Rights		xiii
9.7 Limitations on Liability		xiii
9.8 Incapacity of Participant or Beneficiary		xiii
9.9 Corporate Successors		xiii
9.10 Evidence		xiii
9.11 Action by Employer		xiv
9.12 Severability		xiv
SIGNATURES		xiv
APPENDIX A SAMPLE CALCUATION DESCRIPTION			1

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INTRODUCTION

     The purpose of this Plan is to provide supplemental retirement benefits for a select group of management or highly compensated Employees to help recompense the Employees for benefits lost due to the imposition of Code limitations on benefits under the Company’s tax-qualified defined benefit pension plan. It is the intention of the Employers that the Plan will constitute a deferred compensation arrangement that complies with Code Section 409A and an unfunded arrangement maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for federal income tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended.

ARTICLE I

DEFINITIONS

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

     1.1 “2005 EDCP” means the First Financial Corporation 2005 Executives’ Deferred Compensation Plan, that was originally effective January 1, 2005, as amended from time to time.

     1.2 “Board” means the Board of Directors of First Financial Corporation.

     1.3 “Code” means the Internal Revenue Code of 1986, as amended.

     1.4 “Committee” means the Compensation Committee of the Board.

     1.5 “Company” means First Financial Corporation.

     1.6 “Effective Date” means January 1, 2005.

     1.7 “Employee” means any individual who is employed by an Employer.

     1.8 “Employer” means the Company, First Financial Bank N.A. and any other entity First Financial Corporation allows to adopt and become a co-sponsor of the Plan.

     1.9 “ESOP” means the First Financial Corporation Employee Stock Ownership Plan, as amended from time to time.

     1.10 “Frozen EDCP” means the First Financial Executive’s Deferred Compensation Plan that was originally effective January 1, 1996, and frozen effective December 31, 2004.

     1.11 “Frozen ESRP” means the First Financial Executives’ Supplemental Retirement Plan that was originally effective January 1, 1997, and frozen effective December 31, 2004.

     1.12 “Key Employee” means an Employee who is:

(a)

An officer of an Employer having annual compensation greater than $140,000;

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	(b)		A five-percent owner of the Company; or
	(c)		A one-percent owner of the Company having an annual compensation greater than $150,000.

The $140,000 amount in subsection 1.12(a) will be adjusted at the same time and in the same manner as under Code Section 415(d), except that the base period will be the calendar quarter beginning July 1, 2001, and any increase under this sentence which is not a multiple of $5,000 will be rounded to the next lower multiple of $5,000.

     1.13 “Participant” means a salaried executive Employee of an Employer who becomes a Participant pursuant to the provisions of Article II of the Plan.

     1.14 “Participant Benefit” means the benefit payable to a Participant under the Plan.

     1.15 “Pension Plan” means the First Financial Corporation Employees’ Pension Plan, as amended from time to time.

     1.16 “Plan” means the deferred compensation plan embodied herein, as amended from time to time, known as the First Financial Corporation 2005 Executives’ Supplemental Retirement Plan.

     1.17 “Plan Year” means the 12-month period beginning each January 1 and ending on the following December 31.

     1.18 “Separation from Service” means the date on which the Participant dies, retires or otherwise experiences a Termination of Employment with the Employer. Provided, however, a Separation from Service does not occur if the Participant is on military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. For purposes of this Section, a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer. If the period of leave exceeds six months and the Participant does not retain the right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Participant to be unable to perform the duties of his position of employment or any substantially similar position of employment, a 29-month period of absence may be substituted for such six-month period. The Participant shall incur a “Termination of Employment” for purposes of this Section when a termination of employment has occurred under Treasury Regulation 1.409A-1(h)(ii).

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ARTICLE II

ELIGIBILITY AND PARTICIPATION

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

ARTICLE III

BENEFITS

     3.1 Amount of Benefit . The amount, if any, of the Participant Benefit payable to or on account of a Participant pursuant to the Plan will, subject to subsection 5.5(a), equal the excess of (a) less (b) less (c) less (d), adjusted for the factors in (e), as determined by the Committee, where:

	(a)		is the Participant’s Normal Benefit (as defined by Section 3.1 of the Pension Plan, but prior to reduction of such amount by the ESOP Monthly Benefit, as also defined by the Pension Plan) that would otherwise be payable to or on account of the Participant under the Pension Plan, calculated as of the Participant’s Normal Retirement Date (as defined by the Pension Plan) and ending on his death, on the basis of a “monthly retirement income,” which is the normal form of payment (as defined by the Pension Plan), determined as if the provisions of the Pension Plan were administered without regard to the limitations imposed by Code Sections 401(a)(17) and 415. For purposes of determining the Normal Benefit under this subsection (a), any salary deferral made by or on account of the Participant under the Frozen EDCP or the 2005 EDCP from the definition of compensation used to determine the Normal Benefit under the Pension Plan are to be included as compensation; and
	(b)		is the Participant’s Normal Benefit (as defined by the Pension Plan, but prior to reduction of such amount by the ESOP Monthly Benefit, as also defined by the Pension Plan) that is payable to or on account of the Participant under the Pension Plan, calculated as of the Participant’s Normal Retirement Date (as defined by the Pension Plan) and ending on his death, on the basis of a monthly retirement income,” which is the normal form of payment (as defined by the Pension Plan); and
	(c)		is the Participant’s accrued benefit under the Frozen ESRP that is payable to or on account of the Participant under the Frozen ESRP, calculated as of the Participant’s Normal Retirement Date (as defined by the Pension Plan) on the basis of a monthly retirement income, which is the normal form of payment (as defined by the Pension Plan)(such Frozen ESRP benefit being

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			calculated in similar manner, but with such benefit accruals being frozen in accordance with the Second Amendment to the Frozen ESRP; and
	(d)		is the Participant’s Supplemental Benefit under Section 3.3 of the 2005 EDCP, converted to a monthly annuity in the same manner as provided for in the Pension Plan with regard to the Participant’s benefit under the ESOP; and
	(e)		the result of calculating subsection (a) less subsection (b) less subsection (c) less subsection (d), above, will be adjusted by:

	(i)		applying the actuarial factors provided by the Pension Plan, to reduce the Participant’s benefit for payments prior to or after the Participant’s Normal Retirement Date (as defined by the Pension Plan), if applicable; and
	(ii)		applying the actuarial factors provided by the Pension Plan, to convert the monthly retirement income to the form of payment elected by the Participant pursuant to Section 5.3.

     3.2 Sample Calculation of Benefit . A sample calculation of the amount payable under the Plan is provided in Appendix A .

ARTICLE IV

INVESTMENT OF CONTRIBUTIONS

     4.1 Investments . Contributions to fund the benefits that may become payable under the Plan may be made to a so-called irrevocable “rabbi” trust established and maintained by the Company to provide for the benefits created by this Plan. The amount of contributions to be made by the Employers to the rabbi trust will be determined from time to time by the Committee in its sole discretion. No provision of the Plan will impose or be deemed to impose any obligation upon the Employers, other than an unsecured contractual obligation to make a cash payment to Participants and their beneficiaries in accordance with the terms of the Plan. Benefits payable under the Plan will be paid directly by the Employers from their general assets to the extent not paid from the rabbi trust established by the Company.

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

ARTICLE V

DISTRIBUTIONS

     5.1 Time of Payment of Benefits . Except as provided in Section 5.5, a Participant or his beneficiary will receive or begin to receive payment of his Participant Benefit within 120

 -iv- 

days after the Participant’s Separation from Service. If at the time of the Participant’s Separation from Service, for any reason other than death, the Participant meets the definition of a Key Employee at the time of the Participant’s Separation from Service, payment of all amounts under this Section will be suspended for six months immediately following the date of his Separation from Service for reasons other than death. Payment of any installments that the Participant was otherwise entitled to receive during the six-month suspension period will be accumulated and paid in the form of a lump sum on the first day following the six-month suspension period. The remainder of the Participant’s Benefit will then commence distribution in the manner and at the time elected by the Participant. If the Participant incurs a Separation from Service due to death, regardless of whether the Participant meets the definition of a Key Employee, payment of his Participant Benefit will not be suspended.

     5.2 Method of Payment of Benefits . Except as provided in Sections 5.4 and 5.5, a Participant’s Benefit will be distributed in cash, in the number of installments effectively elected by the Participant. Installments will be payable at monthly, quarterly, semi-annual or annual intervals over a period not less than 3 years and not in excess of 20 years.

     5.3 Benefit Payment Elections .

	(a)		Initial Election . A Participant may elect the manner in which his Participant Benefit under the Plan will be paid to him under Section 5.2 in accordance with the terms and conditions of this Section. To make an election a Participant must file an election with the Committee (on a form or forms prescribed by the Committee). To be effective, the election under this Section must be filed with the Committee no later than the later of: (i) the time the Participant first begins participating in the Plan (or under any other plan required to be aggregated with this Plan pursuant to the requirements of Code Section 409A); or (ii) December 31, 2007. If no election is made or if the election is not timely or properly made, distribution will be made in the form of five annual installments.
	(b)		Change of Election . An election as to the manner of payment may not be changed after the payment has been made or installment payments have commenced. Prior to that time, a Participant may change his election by filing a new election form with the Committee; provided, however, that: (i) the new election will not take effect until at least 12 months after the date the new election is filed; (ii) the commencement of installment payments with respect to which such election is made must be deferred for a period of not less than five years from the date such payment would otherwise have been made; and (iii) the new election is filed at least 12 months prior to the date of the first scheduled payment under the Plan.

     5.4 Death of the Participant and Beneficiary Designation .

(a)

Form and Time of Payment . In the event a Participant dies prior to the time his Participant Benefit under the Plan is distributed, his Participant Benefit will be paid to his designated beneficiary(ies) in five annual

 -v- 

			installments. Such distribution will commence within 120 days of the date of the Participant’s death. If the Participant dies after distribution of his Participant Benefit has commenced, his remaining installments, if any, will be paid to his designated beneficiary(ies).
	(b)		Designation of Beneficiaries . The Participant may designate a primary and contingent beneficiary(ies) to receive any amount payable under subsection 5.4(a). Such designation may be changed at any time for any reason by the Participant. If the Participant fails to designate a beneficiary, or if such designation will for any reason be illegal or ineffective, or if the designated beneficiary(ies) will not survive the Participant, his Participant Benefit under the Plan will be paid: (i) to his surviving spouse; (ii) if there is no surviving spouse, to the duly appointed and qualified executor or other personal representative of the Participant to be distributed in accordance with the Participant’s will or applicable intestacy law; or (iii) in the event there is no such representative appointed and qualified within 45 days after the Participant’s death, then to such persons as, at the date of death, would be entitled to share in the distribution of the Participant’s estate under the provisions of the applicable statutes then in force governing the descent of intestate property, in the proportions specified in such statute.

     5.5 Acceleration of Time of Payment . Except as provided in this Section, the schedule of payment of a Participant’s Benefit provided in Sections 5.1 through 5.4 may not be accelerated. The time of payment of a Participant’s Benefit may be accelerated in the following circumstances, each of which is an “Acceleration Event,” to payment in a single lump sum at a time that is no later than 60 days following the Committee’s determination that one of the Acceleration Events has occurred:

	(a)		Domestic Relations Order . The time or schedule of a payment of a Participant’s Benefit may be accelerated to make a payment to an individual other than the Participant as may be necessary to fulfill a domestic relations order (as defined in Code Section 414(p)(1)(B)).
	(b)		Conflicts of Interest . The time or schedule of a payment of a Participant’s Benefit may be accelerated to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local, or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the service provider to participate in activities in the normal course of his or her position in which the service provider would otherwise not be able to participate under an applicable rule). A payment is reasonably necessary to avoid the violation of Federal, state, local, or foreign ethics laws or conflicts of interest law if the payment is a necessary part of a course of action that results in compliance with a Federal, state, local, or foreign ethics law or conflicts of interest law that would be violated absent such course of action, regardless of whether

 -vi- 

			other actions would also result in compliance with the Federal, state, local, or foreign ethics law or conflicts of interest law.
	(c)		Payment of Employment Taxes . The time or schedule of a payment of a Participant’s Benefit may be accelerated to pay the Federal Insurance Contribution Act (“FICA”) tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) on compensation deferred under the Plan. Additionally, the time or schedule of a payment of a Participant’s Benefit may be accelerated under the Plan to pay the income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of state, local or foreign tax laws as a result of payment of the FICA amount, and to pay the additional income tax at source on wages attributable to the pyramiding section 3401 wages and taxes. However, the total payment under this paragraph will not exceed the aggregate of the FICA amount and the related income tax withholding on such FICA amount.
	(d)		Income Inclusion Under Code Section 409A . The time or schedule of a payment of a Participant’s Benefit under the Plan may be accelerated to pay the income tax, interest and penalties imposed if the Plan fails to meet the requirements of Code Section 409A and related regulations; provided, however, such payment will not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Code Section 409A and related regulations.
	(e)		Plan Termination . The time or schedule of payment or commencement of payments from a Participant’s Benefit may be accelerated when the Plan is terminated in accordance with one of the following and the Participant’s Benefit is calculated as if the Participant Separated from Service on the date of the Plan termination:

(i)

The Company terminates the Plan within 12 months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is constructively received).

	A.		The calendar year in which the Plan termination and liquidation occurs;
	B.		The first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
	C.		The first calendar year in which the payment is administratively practicable.

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	(ii)		The Company’s irrevocable action to terminate and liquidate the Plan within the 30 days preceding or the 12 months following a change in control (as defined in Treasury Regulation 1.409A-3(i)(5)). For purposes of this subsection 5.5(b), the Plan may be terminated only if all agreements, methods, programs, and other arrangements sponsored by the Employer immediately after the time of the change in control with respect to which deferrals of compensation are treated as having been deferred under a single plan under Treasury Regulation 1.409A-1(c)(2) are terminated and liquidated with respect to each Participant that experienced the change in control, so that under the terms of the termination and liquidation all such Participants are required to receive all amounts of compensation deferred under the Plan and other arrangements within 12 months of the date the Company irrevocably takes all necessary action to terminate and liquidate the Plan and other arrangements.
	(iii)		The Company’s termination and liquidation of the Plan, provided that:

	A.		The termination and liquidation does not occur proximate to a downturn in the financial health of the Company;
	B.		The Company terminates and liquidates all agreements, programs, and other arrangements that would be aggregated under Treasury Regulation §1.409A-1(c) if the Participant had deferrals of compensation under all of the agreements, methods, programs, and other arrangements that are terminated and liquidated;
	C.		No payments in liquidation of the Plan are made within 12 months of the date the Company takes all necessary action to irrevocably terminate and liquidate the plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred;
	D.		All payments are made within 24 months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan; and
	E.		The Company does not adopt a new plan or arrangement that would be aggregated with any terminated and liquidated plan or arrangement under Treasury Regulation §1.409A-1(c) if the same Participant participated in both plans or arrangements, at any time within three years following the date the Company takes all necessary action

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to irrevocably terminate and liquidate the Plan.

(iv)

Such other events and conditions as the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

ARTICLE VI

PLAN ADMINISTRATION

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

     6.2 Powers and Responsibilities of the Committee .

	(a)		The Committee will have all powers necessary to administer the Plan, including the power to construe and interpret the Plan documents; to decide all questions relating to an individual’s eligibility to participate in the Plan; to determine whether a Participant has actually retired; to determine the amount, manner and timing of any distribution of benefits or withdrawal under the Plan; to resolve any claim for benefits in accordance with Article VIII, and to appoint or employ advisors, including legal counsel, to render advice with respect to any of the Committee’s responsibilities under the Plan. Any construction, interpretation or application of the Plan by the Committee will be final, conclusive and binding. All actions by the Committee will be taken pursuant to uniform standards applied to all persons similarly situated.
	(b)		Records and Reports . The Committee will be responsible for maintaining sufficient records to determine each Participant’s eligibility to participate in the Plan.
	(c)		Rules and Decisions . The Committee may adopt such rules as it deems necessary, desirable or appropriate in the administration of the Plan. All rules and decisions of the Committee will be applied uniformly and consistently to all Participants in similar circumstances. When making a determination or calculation, the Committee will be entitled to rely upon information furnished by a Participant or beneficiary, the Employers or the legal counsel of an Employer.
	(d)		Application and Forms for Benefits . The Committee may require a Participant or beneficiary to complete and file with it an application for a benefit, and to furnish all pertinent information requested by it. The Committee may rely upon all such information so furnished to it, including the Participant’s or beneficiary’s current mailing address.

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

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

ARTICLE VII

AMENDMENT AND TERMINATION OF THE PLAN

     7.1 Amendment of the Plan . The Company will have the right at any time to modify, alter or amend the Plan in whole or in part, except that no amendment or suspension shall retroactively impair or otherwise adversely affect (without written consent) the rights of a Participant or beneficiary which have accrued prior to the date of such action.

     7.2 Termination of the Plan . The Company reserves the right at any time to terminate the Plan or to reduce or cease benefit accruals at any time, except that no amendment or suspension shall retroactively impair or otherwise adversely affect (without written consent) the rights of a Participant or beneficiary which have accrued prior to the date of such action.

ARTICLE VIII

CLAIMS PROCEDURES

     8.1 Procedures Governing Benefit Claims . For purposes of the Plan, a “Benefit Claim” means a request for a Plan benefit or benefits, made by a Claimant or by an authorized representative of a Claimant, which complies with the Plan’s procedures for making benefit claims. “Claimant” means a Participant, a surviving spouse of a Participant, a beneficiary, an Alternate Payee or a personal representative of the Participant’s estate who is claiming entitlement to the payment of any benefit under the Plan. “Alternate Payee” means any spouse, former spouse, child or other dependent of a Participant who is recognized by a domestic relations order as having a right to receive all, or a portion of, the Participant Benefits payable under the Plan with respect to such Participant.

     8.2 Notification of Benefit Determinations . The Committee will notify a Claimant, in accordance with Section 8.3, of the Plan’s benefit determination within a reasonable period of time after a Separation from Service or after the Committee’s receipt of a Benefit Claim, but not later than 90 days after receipt of the Benefit Claim by the Committee. 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.

     8.3 Manner and Content of Notification of Benefit Determinations . All notices given by the Committee under this Article will be given to a Claimant, or to his authorized

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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), (ii), (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; and
	(d)		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 payable under the Plan.

     8.4 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 after receiving the determination.

     The written request for a review must be filed with the Board. Upon receiving the written request for review, the Board 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.

     8.5 Benefit Determination on Review . All appeals by a Claimant of an Adverse Benefit Determination will receive a full and fair review by the Board.

     8.6 Notification of Benefit Determination on Review . The Board will notify a Claimant, in accordance with Section 8.7, of the Plan’s benefit determination on review within a

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reasonable period of time, but not later than 60 days 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 named fiduciary, the Claimant will be notified, prior to the termination of the initial 60 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 after receipt of a request for review. Provided, however, in the case of a Plan with a committee or other group designated as the appropriate named fiduciary that holds regularly scheduled meetings at least quarterly, the time limit of this subsection will be modified in accordance with 29 CFR 2560.503-1(i)(1)(ii) or 29 CFR 2560.503-1(i)(3)(ii), whichever is applicable.

     8.7 Manner and Content of Notification of Benefit Determination on Review . The Board will provide a Claimant with notification of its benefit determination on review in a method described in Section 8.3.

     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.

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

ARTICLE IX

MISCELLANEOUS

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

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

 -xii- 

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

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

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

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

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

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

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

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

 -xiii- 

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

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

SIGNATURES

     IN WITNESS WHEREOF, the Company has caused this First Financial Corporation 2005 Executives’ Supplemental Retirement Plan to be executed by its officers thereunder duly authorized, this 29 ^th day of August, 2007, but effective as of January 1, 2005.

ATTEST:

By:		/s/ Michael A. Carty
		Michael A. Carty, Secretary/Treasurer

 -xiv- 

APPENDIX A

SAMPLE CALCULATION DESCRIPTION

Item 1.		Determine the vested Normal Benefit payable to the Participant under the Pension Plan, calculated as of the Participant’s Normal Retirement Date on the basis of the normal form of payment as defined in the Pension Plan (monthly retirement income) without taking into account the offset by the Participant’s ESOP Monthly Benefit, and without regard to the limitations imposed by Code Sections 401(a)(17) and 415 and including deferrals to the Frozen EDCP and 2005 EDCP as compensation.
Item 2.		Determine the vested Normal Benefit payable to the Participant under the Pension Plan, calculated as of the Participant’s Normal Retirement Date, on the basis of the normal form of payment as defined in the Pension Plan (monthly retirement income) without taking into account the offset by the Participant’s ESOP Monthly Benefit (as defined in Section 3.6 of the Pension Plan).
Item 3.		Subtract Item 2 from Item 1 to determine the amount of the monthly retirement income benefit that is not payable to the Participant under the Pension Plan due to the restrictions imposed by the Code.
Item 4.		Determine the unadjusted monthly benefit that would be payable to the Participant under the Frozen ESRP.
Item 5.		Subtract Item 4 from Item 3.
Item 6.		Determine the Participant’s Supplemental Benefit payable due to contributions under Section 3.3 of the 2005 EDCP and earnings thereon and convert it to a monthly annuity in the same manner as provided for in the Pension Plan with regard to the Participant’s benefit under the ESOP.
Item 7.		Subtract Item 6 from Item 5 to determine the unadjusted benefit payable under this Plan.
Item 8.		Adjust the amounts determined in Item 7 by the actuarial adjustments provided in the Pension Plan to convert the monthly retirement income to the form of benefit elected by the Participant and to adjust for payments prior to or after the Participant’s Normal Retirement Date, if applicable.

Sample Payment of Benefit Calculation

		Pension Payments Exceed ESOP Payments
Item 1		Calculate Pension Plan Monthly Benefit without Code Limits		$
Item 2		Calculate Pension Plan Monthly Benefit with normal limits under the Code		$
Item 3		Subtract Item 2 from Item 1		$
Item 4		Calculate the benefit payable under the frozen ESRP		$
Item 5		Subtract Item 4 from Item 3		$
Item 6		Calculate the unadjusted monthly benefit payable under the 2005 EDCP		$
Item 7		Subtract Item 6 from Item 5		$
Item 8		Adjust Item 7 by the actuarial factors provided by the Pension Plan to convert the monthly retirement income to the form of benefit selected by the Participant and to adjust for payments received prior to or after Normal Retirement Date.		$

Exhibit 10.7

FIRST FINANCIAL CORPORATION

2005 LONG-TERM INCENTIVE PLAN
Effective Date: January 1, 2005

Krieg DeVault LLP
One Indiana Square, Suite 2800
Indianapolis, IN 46204-2079
www.kriegdevault.com

FIRST FINANCIAL CORPORATION
2005 LONG-TERM INCENTIVE PLAN

TABLE OF CONTENTS

Section		Page
1. PURPOSE OF THE PLAN			1
2. DEFINITIONS			1
3. AWARDS AND PLAN ADMINISTRATION			7
4. ELIGIBILITY			8
5. ESTABLISHMENT OF ACCOUNT; NO SEGREGATION OF ASSETS			9
6. PERFORMANCE CRITERIA			9
7. PAYMENT OF AWARDS			9
8. SEPARATION FROM SERVICE			12
9. NONASSIGNABILITY			13
10. BENEFICIARY DESIGNATION			13
11. TAXES			14
12. REGULATORY APPROVALS AND RULE 16b-3			14
13. CLAIMS			14
14. PLAN ADMINISTRATOR			18
15. EFFECTIVE DATE OF THE PLAN			18
16. LIMITATIONS ON LIABILITY			18
17. INCAPACITY OF PARTICIPANT OR BENEFICIARY			18
18. MISCELLANEOUS			18

FIRST FINANCIAL CORPORATION
2005 LONG-TERM INCENTIVE PLAN

1. PURPOSE OF THE PLAN.

     The purpose of the Plan is to promote the best interests of the Company and its Subsidiaries, and to enhance stockholder value of the Company 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 the Company 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 and that complies with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”).

2. DEFINITIONS.

     Wherever the initial letter of the following words or phrases is capitalized in the Plan, including any Appendices or Supplements, they will have the respective meaning set forth below unless a different meaning is plainly required by the context:

     (a) “ Account ” means the account established and administered for the benefit of a Participant under the Plan, reflecting Awards made to the Participant under the Plan and changes in the value of Awards made hereunder.

     (b) “ Award ” means the cash compensation payable to a Participant pursuant to the Plan and the Participant’s Award Document.

     (c) “ Award Document ” means 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 the Plan is valid unless it is set forth in an Award Document. In case of conflict between the Award Document and the 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 the Plan.

     (d) “ Board ” means the Board of Directors of the Company.

     (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 or its Subsidiaries;

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

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

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

     (5) Removal or permanent prohibition of the Participant from participating in the conduct of the affairs of the Company or any of its Subsidiaries, by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 USC 1818(e)(4) and (g)(1).

     (f) “ Change in Control ” means any of the following:

     (1) Change in Ownership . A change in the ownership of the Company or an Employer occurs on the date that any person, or group of persons, as defined below, acquires ownership of stock of the Company or an Employer that, together with stock held by the person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company or an Employer. However, if any person or group is considered to own more than 50 percent of the total fair market value or total voting power of the stock, the acquisition of additional stock by the same person or group is not considered to cause a change in the ownership of the Company or an Employer (or to cause a change in the effective control of the Company or an Employer as defined in subsection 2(f)(2)). An increase in the percentage of stock owned by any person or group, as a result of a transaction in which the Company or an Employer acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this subsection 2(f)(1). This subsection 2(f)(1) only applies when there is a transfer of stock of the Company or an Employer (or issuance of stock of a corporation) and stock in the Company or an Employer remains outstanding after the transaction.

     For purposes of subsections 2(f)(1) and (2), persons will not be considered to be acting as a group solely because they purchase or own stock of the Company or an Employer at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock or similar business transaction with the Company or an Employer. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock or similar transaction, such shareholder is considered to be acting as a group with other shareholders only with respect to the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

     (2) Change in the Effective Control . A change in the effective control of the Company or an Employer will occur when: (i) any person or group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person(s), ownership of stock of the Company or an Employer possessing 30 percent or more of the total voting power; or (ii) a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. However, if any person or group is considered to effectively control the Company or an Employer, the acquisition of additional control of the Company or an Employer by the same person(s) is not considered to cause a change in the effective control.

     (3) Change in the Ownership of a Substantial Portion of the Employer’s or Company’s Assets . A change in the ownership of a substantial portion of the Company’s or Employer’s assets occurs on the date that any person or group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person(s), assets from the Company or an Employer that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company or an Employer immediately prior to such acquisition(s). Gross fair market value means the value of the assets of the Company or an Employer, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

     However, there is no Change in Control under this subsection when there is a transfer to an entity that is controlled by the shareholders of the Company or an Employer immediately after the transfer. A transfer of assets by the Company or an Employer is not treated as a change in the ownership of such assets if the assets are transferred to: (i) a shareholder of the Company or an Employer (immediately before the asset transfer) in exchange for or with respect to its stock; (ii) an entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company or an Employer; (iii) a person, or group of persons, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the Company or an Employer or (iv) an entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in (iii). For purposes of this subsection 2(f)(3), except as otherwise provided, a person’s status is determined immediately after the transfer of the assets. For example, a transfer to a corporation in which the Company or an Employer has no ownership interest before the transaction, but which is a majority-owned subsidiary of the Company or an Employer after the transaction, is not treated as a change in the ownership of the assets of the Company or an Employer.

     For purposes of this subsection 2(f)(3), persons will not be considered to be acting as a group solely because they purchase assets of the Company or an Employer at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Company or an Employer. If a person, including an entity shareholder, owns stock in both corporations that enter into a merger,

consolidation, purchase or acquisition of assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

     Notwithstanding the foregoing, the acquisition of Company or Employer stock by any retirement plan sponsored by the Company or an Employer or an affiliate of the Company or an Employer will not constitute a Change in Control.

     (g) “ Company ” means First Financial Corporation.

     (h) “ Committee ” means the Compensation Committee of the Board.

     (i) “ Disability ” means if the Participant is covered by a disability policy of the Company or the Employer, 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)  “Employer” means the Company and any Subsidiary the Company allows to adopt and become a co-sponsor of the Plan.

     (k) “ 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 subsections (2)(k)(1) through 2(k)(5):

     (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 or the Employer, that the Participant held immediately before the Change in Control, or the removal or failure to nominate the Participant as a director (excluding participation on a Company or Employer regional advisory board) of the Company, the Employer or the successor of the Company or the Employer provided the Participant was a director of the Company or the Employer 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 ten percent or more in such compensation. “Annual compensation” means the Participant’s total compensation from the Employer for a calendar year, including compensation deferred at the election of the Participant, and including any salary reduction contributions made by the Employer for, or on behalf of, the Participant under a qualified or other compensation, benefit or retirement plan of the Company or a Subsidiary. Compensation taken into account for purposes of this subsection 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 or Employer’s benefit, compensation or incentive plans and arrangements or reduction in the scope or value thereof, which situation is not remedied within ten calendar days after written notice to the Company from the Participant; or

     (d) Termination or denial of the Participant’s rights to benefits under the Plan and/or the Participant’s Award Document, other than for Cause as provided in subsection 8(d), which situation is not remedied within ten 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 ten 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 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 and the Employer under this Plan and Awards hereunder; or

     (5) Relocation of the Participant . The Company or the Employer 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 ten percent 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.

     (l) “ Key Employee ” means a Top Hat Employee who is:

     (1) An officer of an Employer having annual compensation greater than $140,000;

     (2) A five-percent owner of the Company; or

     (3) A one-percent owner of the Company having an annual compensation greater than $150,000.

     The $140,000 amount in subsection 2(l)(1) will be adjusted at the same time and in the same manner as under Code Section 415(d), except that the base period shall be the calendar quarter beginning July 1, 2001, and any increase under this sentence which is not a multiple of $5,000 shall be rounded to the next lower multiple of $5,000.

     (m) “ Normal Retirement Age ” means age 65.

     (n) “ Participant ” means a director or a Top Hat Employee of an Employer designated by the Committee to be a participant in the Plan. A director who is also an employee of the Company or an Employer must be a Top Hat Employee in order to participate in the Plan.

     (o) “ Person ” or “ Persons ” means individuals, corporations, partnerships, trusts, associations, joint ventures, pools, syndicates, sole proprietorships, unincorporated organizations or other entities.

     (p) “ Plan ” means the First Financial Corporation 2005 Long-Term Incentive Plan.

     (q) “ Separation from Service ” means the date on which the Participant dies, retires or otherwise experiences a Termination of Employment with the Employer. Provided, however, a Separation from Service does not occur if the Participant is on military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. For purposes of this subsection 2(q), a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer. If the period of leave exceeds six months and the Participant does not retain the right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is

due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Participant to be unable to perform the duties of his position of employment or any substantially similar position of employment, a 29-month period of absence may be substituted for such six-month period. The Participant shall incur a “Termination of Employment” for purposes of this subsection 2(q) when a termination of employment has occurred under Treasury Regulation 1.409A-1(h)(ii).

     (r) “ Subsidiary ” means a corporation more than 50 percent 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.

     (s) “ Top Hat Employee ” means an employee of an Employer who is a member of a select group of management or highly compensated employees within the meaning of ERISA Section 201(2).

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. 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 or an Employer 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 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 subsection 8(d) of the 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 or an Employer 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, only outside directors and Top Hat Employees of the Company or an Employer who are age 65 or under shall be eligible to be Participants under the Plan, provided that the 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 or an Employer 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 or an Employer 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 or an Employer will not be eligible to receive Awards under the 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 record keeping purposes. No assets of the Company or any Subsidiaries 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 or any Subsidiary 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 or any Subsidiary.

6. 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 were not satisfied and no payment of an Award shall be made if the Participant is terminated for Cause. This subsection may not be superceded by any action of the Board or the Committee in an Award Document or otherwise.

     (b)  When Payments Begin . Payment of the cash value of the vested portion of a Participant’s Account shall be paid in the manner specified in the Award Document and begin on the earlier of (1) January 1, 2015, or (2) the date specified in the Award Document on or after Normal Retirement Age. Provided, further, however, if the Participant is a Key Employee at the time the Participant has a Separation from Service, payment of his Account shall be suspended, for a period of six months immediately following the date of his Separation from Service for reasons other than death. Amounts that would otherwise have been paid during the six-month suspension period will be accrued and will be paid on the first day following the end of the six-month suspension period. The remainder of the Participant’s Account will be paid as provided in the Award Document. It is not necessary for a Participant to experience a Separation from Service as a condition to receiving payment of the cash value of his or her Account.

     (c)  Acceleration of Time of Payment . Except as provided in this Section, the time or schedule of payment of a Participant’s Account provided in subsection 7(b) may not be accelerated. The time or schedule of payment of a Participant’s Account may be accelerated in the following circumstances, each of which is an “Acceleration Event,” to a time that is no later

than 60 days following the Committee’s determination that one of the Acceleration Events has occurred:

     (1) Domestic Relations Order . The time or schedule of a payment from a Participant’s Account may be accelerated to make a payment to an individual other than the Participant as may be necessary to fulfill a domestic relations order (as defined in Code Section 414(p)(1)(B)).

     (2) Conflicts of Interest . The time or schedule of a payment from a Participant’s Account may be accelerated to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local, or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the Participant to participate in activities in the normal course of his or her position in which the Participant would otherwise not be able to participate under an applicable rule). A payment is reasonably necessary to avoid the violation of Federal, state, local, or foreign ethics laws or conflicts of interest law if the payment is a necessary part of a course of action that results in compliance with a Federal, state, local, or foreign ethics law or conflicts of interest law that would be violated absent such course of action, regardless of whether other actions would also result in compliance with the Federal, state, local, or foreign ethics law or conflicts of interest law.

     (3) Payment of Employment Taxes . The time or schedule of a payment from a Participant’s Account may be accelerated to pay the Federal Insurance Contribution Act (“FICA”) tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) on compensation deferred under the Plan. Additionally, the time or schedule of a payment from a Participant’s Account may be accelerated under the Plan to pay the income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of state, local or foreign tax laws as a result of payment of the FICA amount, and to pay the additional income tax at source on wages attributable to the pyramiding section 3401 wages and taxes. However, the total payment under this paragraph will not exceed the aggregate of the FICA amount and the related income tax withholding on such FICA amount.

     (4) Income Inclusion Under Code Section 409A . The time or schedule of a payment from a Participant’s Account may be accelerated to pay the income tax, interest and penalties imposed if the Plan fails to meet the requirements of Code Section 409A and related regulations; provided, however, such payment will not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Code Section 409A and related regulations.

     (5) Plan Termination . The time or schedule of payment or commencement of payments from a Participant’s Account may be accelerated when the Plan is terminated in accordance with one of the following:

     (a) The Company terminates the Plan within 12 months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is constructively received).

	(i)		The calendar year in which the Plan termination and liquidation occurs;
	(ii)		The first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
	(iii)		The first calendar year in which the payment is administratively practicable.

     (b) The Company’s irrevocable action to terminate and liquidate the Plan within the 30 days preceding or the 12 months following a Change in Control. For purposes of this subsection 7(c)(5)(b), the Plan may be terminated only if all agreements, methods, programs, and other arrangements sponsored by the Employer immediately after the time of the Change in Control with respect to which deferrals of compensation are treated as having been deferred under a single plan under Treasury Regulation 1.409A-1(c)(2) are terminated and liquidated with respect to each Participant that experienced the Change in Control, so that under the terms of the termination and liquidation all such Participants are required to receive all amounts of compensation deferred under the Plan and other arrangements within 12 months of the date the Company irrevocably takes all necessary action to terminate and liquidate the Plan and other arrangements.

     (c) The Company’s termination and liquidation of the Plan, provided that:

	(i)		The termination and liquidation does not occur proximate to a downturn in the financial health of the Company;
	(ii)		The Company terminates and liquidates all agreements, programs, and other arrangements that would be aggregated under Treasury Regulation §1.409A-1(c) if the Participant had deferrals of compensation under all of the agreements, methods, programs, and other arrangements that are terminated and liquidated;
	(iii)		No payments in liquidation of the Plan are made within 12 months of the date the Company takes all necessary action to irrevocably terminate and liquidate the plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred;

	(iv)		All payments are made within 24 months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan; and
	(v)		The Company does not adopt a new plan or arrangement that would be aggregated with any terminated and liquidated plan or arrangement under Treasury Regulation §1.409A-1(c) if the same Participant participated in both plans or arrangements, at any time within three years following the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan.

     (d) Such other events and conditions as the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

8. SEPARATION FROM SERVICE.

     (a)  No Additional Awards After Separation from Service . A Participant whose employment or director service terminates, resulting in a Separation from Service, shall not be entitled to any additional Awards under this Plan on and after Separation from Service.

     (b)  Payment Upon Separation from Service After Specified Date . Subject to subsection 7(b), any Participant who Separates from Service with the Company or an Employer on or after January 1, 2015 or attains Normal Retirement Age, shall be entitled to continue to receive payment of the vested portion of the cash value of his or her Account with interest as specified in the Award Document.

     (c)  Payment Upon Separation from Service Prior to Specified Date . Subject to subsection 7(b) with regard to time of payment, any Participant who Separates from Service with the Company or an Employer for reasons other than death, Disability, Cause or within 12 months after a Change in Control prior to January 1, 2015 or attainment of Normal Retirement Age, shall be entitled to 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 the Separation from Service occurred, with interest credited on the Account balance at the rate specified in the Participant’s Award Document. Payment of the vested portion will be made in the manner prescribed in the Participant’s Award Document.

     (d)  Participant’s Death . In the event any Participant Separates from Service with the Company or an Employer because of the Participant’s death prior to full payment of the vested portion of his or her 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 death benefit in the amount provided for in the Participant’s Award Document in a single sum within 90 days following the receipt by the Committee of acceptable proof of the Participant’s death.

     (e)  Payment Upon Separation from Service due to Disability . Subject to subsection 7(b), a Participant who Separates from Service with the Company or an Employer prior to January 1, 2015 or attainment of Normal Retirement Age as a result of a Disability shall be entitled to receive payment of the vested portion of the cash value of his or her Disability benefit set forth in his or her Award Document. Payment will be made according to the Participant’s Award Document.

     (f)  Payment Upon 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’s Account shall be forfeited if the Participant’s service is terminated 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 Employer, 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.

     (g)  Payment Upon Termination Within 12 Months after a Change in Control . Subject to subsection 7(b), any Participant whose employment or director service with the Company terminates within 12 months after a Change in Control but before the date specified in subsection 7(b), 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 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.

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(ies). 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, or if the designated beneficiary(ies) will not survive the Participant, his benefits under the Plan will be paid: (i) to his surviving spouse; (ii) if there is no surviving spouse, to the duly appointed and qualified executor or other personal representative of the Participant to be distributed in accordance with the Participant’s will or applicable intestacy law; or (iii) in the event there is no such representative appointed and qualified within 45 days after the Participant’s death, then to such persons as, at the date of death, would be entitled to share in the distribution of the Participant’s estate under the provisions of the applicable statutes then in force governing the descent of intestate property, in the proportions specified in such statute. The Committee 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, a beneficiary, an Alternate Payee or a personal representative of the Participant’s estate who is claiming entitlement to the payment of any benefit under the Plan. “Alternate Payee” means any spouse, former spouse, child or other dependent of a

Participant who is recognized by a domestic relations order as having a right to receive all, or a portion of the benefits payable under the Plan with respect to such Participant.

     (2) Notification of Benefit Determinations . The Committee will notify a Claimant, in accordance with Section 13(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 Board. Upon receiving the written request for review, the Board 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 free of charge, 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 Board. In performing this review for a Disability Claim, the Board 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 Board 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 Board believes that such a consultation is necessary to properly complete the review process.

     (6) Notification of Benefit Determination on Review . The Board 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 Board, 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 Board will provide a Claimant with notification of its benefit determination on review in the 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.

     (8) 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.

14. PLAN ADMINISTRATOR.

     The Company shall be the plan administrator under the 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, 2005.

16. LIMITATIONS ON LIABILITY.

     Notwithstanding any of the preceding provisions of this Plan, none of the Company, its Subsidiaries, any Employer, the Committee and each individual acting as an employee or agent of any of them shall be liable to any Participant or beneficiary for any claim (other than a claim for benefits), 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, officers 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.

18. MISCELLANEOUS.

     (a)  Termination and Amendment . The Plan may be terminated, modified or amended by the Board, 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 or any Employer, 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 the Company or any Employer, the right to be nominated for service on the Board or the right of the Company’s stockholder(s) to decline to elect a 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)  Spendthrift Clause . No benefit or interest available hereunder will be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or the Participant’s designated beneficiary(ies), either voluntarily or involuntarily.

     (f)  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.

     (g)  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.

     (h)  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.

     (i)  Action by Company . Any action required of or permitted by the Company shall be by resolution of the Board or the Committee or by a person or persons duly authorized by resolution of the Board or the Committee.

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

      IN WITNESS WHEREOF , the Company has caused the Plan to be executed by its officers thereunder duly authorized, this 29th day of August, 2007, but effective as of January 1, 2005.

ATTEST:

By:		/s/ Michael A. Carty
		Michael A. Carty, Secretary