FIRST FINANCIAL CORP /IN/
2001 LONG-TERM INCENTIVE PLAN OF THE CORPORATION
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>7
<FILENAME>c73127exv10w3.txt
<DESCRIPTION>2001 LONG-TERM INCENTIVE PLAN OF THE CORPORATION
<TEXT>
<PAGE>


Exhibit 10.3 2001 Long-Term Incentive Plan of the Corporation

                           FIRST FINANCIAL CORPORATION
                          2001 LONG-TERM INCENTIVE PLAN


1.      PURPOSE OF THE PLAN.

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

2.      DEFINITIONS.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

               (3)     CHANGE IN BOARD COMPOSITION. During any period of two
        consecutive years, individuals who constitute the Company's Board of
        Directors at the beginning of the two-year period cease for any reason
        to constitute at least a majority thereof; provided, however, that - for
        purposes of this Subsection 2(f)(3) - each director who is first elected
        by the Company's Board of Directors (or first nominated by the Company's
        Board of Directors for election by stockholders) by a vote of at least
        two-thirds (2/3) of the directors who were directors at the beginning of
        the period, shall be deemed to have been a director at the beginning of
        the two-year period.

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

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

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

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

        (j)    "GOOD REASON" shall mean, following a Change in Control, the
occurrence without the express prior written consent of the Participant of any
of the events or conditions described in clauses (2)(j)(1) through 2(j)(5)
below:
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                      (1)    CHANGE IN OFFICE, POSITION OR TERMINATION AS A
               DIRECTOR. Failure to elect or reelect or otherwise to maintain
               the Participant in the office or position, or a substantially
               equivalent office or position, of or with the Company, that the
               Participant held immediately before the Change in Control, or the
               removal or failure to nominate the Participant as a director of
               the Company, provided the Participant was a director of the
               Company immediately before the Change in Control.

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

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

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

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

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

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

                      (4)    LIQUIDATION OR MERGER. The liquidation,
               dissolution, merger, consolidation or reorganization of the
               Company or transfer of all or substantially all of the business
               or assets of either the Company to a person not affiliated with
               the Company, unless the successor or successors (by liquidation,
               merger, consolidation, reorganization, transfer or otherwise) to
               which all or substantially all of the business or assets have
               been transferred (directly or by operation of
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               law) assumes all duties and obligations of the Company under this
               Plan and Awards hereunder; or

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

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

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

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

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

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

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

3.      AWARDS AND PLAN ADMINISTRATION.

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

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

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

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

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


<PAGE>

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

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

4.      ELIGIBILITY.

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

5.      ESTABLISHMENT OF ACCOUNT; NO SEGREGATION OF ASSETS.

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



<PAGE>



PERFORMANCE CRITERIA.


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

7.      PAYMENT OF AWARDS.

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

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

8.      TERMINATION.

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


<PAGE>

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

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

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

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

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

<PAGE>

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

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

9.      NONASSIGNABILITY.

        No benefit, interest, Accounts or any payment under this Plan shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment by creditors of the Participant
or the Participant's designated beneficiary(ies), either voluntarily or
involuntarily. Any attempt to alienate, sell, transfer, assign, pledge, attach,
garnish or otherwise encumber any benefit, interest, account, or any payment
under the Plan shall be void and of no legal effect.

10.     BENEFICIARY DESIGNATION.

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


<PAGE>

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

11.     TAXES.

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

12.     REGULATORY APPROVALS AND RULE 16b-3.

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

<PAGE>

13.     CLAIMS.

        (a)    CLAIMS PROCEDURE.

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

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

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


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


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

        (a)    The specific reasons for the adverse determination;

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

        (5)    COURT ACTION. No Participant or beneficiary shall have the right
    to seek judicial review of a denial or limitation of benefits, or to bring
    any action in any court to enforce a claim for benefits, prior to filing a
    claim for benefits or exhausting his or her rights to review under this
    Section 13.

14.     PLAN ADMINSTRATOR.

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

15.     EFFECTIVE DATE OF THE PLAN.

        The Plan is effective January 1, 2001.

16.     LIMITATIONS ON LIABILITY.

        Notwithstanding any of the proceeding provisions of this Plan, none of
the Company and each individual acting as an employee or agent of any of them
shall be liable to any Participant or beneficiary for any claim, loss, liability
or expense incurred in connection with the Plan, except when the same shall have
been judicially determined to be due to the gross negligence or willful
misconduct of such person. By participating in the Plan, each Participant agrees
to release and hold harmless the Company and its Subsidiaries (and their
respective directors, officer and employees) and the Committee from and against
any tax liability, including, but not limited to, interest and penalties,
incurred by the Participant in connection with his receipt of Awards under this
Plan and the deferral, and payment thereof.

17.     INCAPACITY OF PARTICIPANT OR BENEFICIARY.

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


<PAGE>

or providing for the care and maintenance of such person. Any such payment shall
be a payment for the account of such person and a complete discharge of any
liability of the Company under the Plan with respect to the amount of such
payment.

18.     MISCELLANEOUS.

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

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

        (c)    HEADINGS AND GENDER. The headings and subheadings in the Plan
have been inserted for convenience of reference only and shall not affect the
construction of the provisions hereof. In any necessary construction, the
masculine shall include the feminine and the singular, the plural, and vice
versa.

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

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

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

        (e)    COUNTERPARTS. This Plan may be executed in any number of
counterparts, each of which shall constitute but one and the same instrument and
may be sufficiently evidenced by any one counterpart.
<PAGE>

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

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

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

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

                                           FIRST FINANCIAL CORPORATION



                                           By: /s/ Norman L. Lowery

                                               Norman L. Lowery, Vice President

ATTEST:

By: /s/ Michael Carty

    Michael Carty, Secretary


</TEXT>
</DOCUMENT>
