FIRST FINANCIAL CORP /IN/
EMPLYMENT AGREEMENT FOR NORMAN L. LOWERY
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>c77133exv10w2.txt
<DESCRIPTION>EMPLYMENT AGREEMENT FOR NORMAN L. LOWERY
<TEXT>
<PAGE>
Exhibit 10.2 Employment Agreement for Norman L. Lowery

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement"), entered into and effective
as of the 1st day of January, 2003 (the "Effective Date"), by and between Terre
Haute First National Bank (the "Bank") and Norman L. Lowery (the "Employee").

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

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

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

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

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

         2. Base Compensation. The Bank agrees to pay the Employee during the
term of this Agreement a base salary at the rate of $386,672 per annum, payable
in cash not less frequently than monthly. Such base salary shall be effective
and calculated commencing as of the Effective Date. The Bank may consider and
declare from time to time increases in the base salary it pays the Employee.
Prior to a Change in Control (as hereinafter defined), the Bank may also declare
decreases in the base salary it pays the Employee if the operating results of
the Bank are significantly less favorable than those for the fiscal year ending
December 31, 2001, and the Bank makes similar decreases in the base salary it
pays to other executive officers of the Bank. After a Change in Control, the
Bank shall consider and declare salary increases in base salary based upon the
following standards:

         Inflation;

         Adjustments to the base salaries of other senior management personnel;

         Past performance of the Employee; and

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

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

<PAGE>


         4. Benefits.

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

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

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

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


<PAGE>

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

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

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

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

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


         6. Covenants.

                  (a)      Loyalty.

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


<PAGE>

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

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

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

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

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

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

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

                  (1)      Terre Haute, Indiana; and

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

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


<PAGE>

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

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

                  (b) Disability.

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

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

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


<PAGE>

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>


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

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

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

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

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

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

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

                  (g) Termination or Suspension Under Federal Law.

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

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

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


<PAGE>

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

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

         10. Change in Control.

                  (a) Change in Control; Involuntary Termination.

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

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

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

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

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



<PAGE>

                                   years, commencing on the date of termination,
                                   if he is not permitted to continue to
                                   participate in those plans for the three (3)
                                   year period. The Employee shall also be
                                   entitled to receive under this Section
                                   10(a)(1)(ii)(B) an amount necessary to
                                   provide any cash payments under this Section
                                   10(a)(1)(ii)(B) net of all income and payroll
                                   taxes that would not have been payable by the
                                   Employee had he been able to continue
                                   participation in the benefit plan or program
                                   instead of receiving cash in lieu thereof.

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (d) Trust.

                  (1) Within five business days before or after a Change in
         Control as defined in Section 10(a)(4) of this Agreement which was not
         approved in advance by a resolution of a


<PAGE>

         majority of the Directors of the Bank, the Bank shall (i) deposit, or
         cause to be deposited, in a grantor trust (the "Trust"), designed to
         conform with Revenue Procedure 93-64 (or any successor) and having a
         trustee independent of the Bank, an amount equal to the amounts which
         would be payable in a lump sum under Sections 10(a)(1), (2) and (3)
         hereof if those payment provisions become applicable, and (ii) provide
         the trustee of the Trust with a written direction to hold said amount
         and any investment return thereon in a segregated account for the
         benefit of the Employee, and to follow the procedures set forth in the
         next paragraph as to the payment of such amounts from the Trust.

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

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

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

         Should the Employee fail to obtain a final judgment in favor of the
Employee and a final judgment or arbitration decision is entered in favor of the
Bank and if decided by arbitration, the arbitrator, pursuant to Section
10(d)(2), determines the Employee to be responsible for the Bank's expenses,
then the Bank shall



<PAGE>

be reimbursed for all costs and expenses, including reasonable attorneys' fees
arising from such dispute, proceedings or actions. Such reimbursement shall be
paid within ten (10) days of the Bank furnishing to the Employee written
evidence, which may be in the form, among other things, of a canceled check or
receipt, of any costs or expenses incurred by the Bank.

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

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

         13. Successors and Assigns.

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

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


<PAGE>
         IN WITNESS WHEREOF, the parties have executed this Agreement on this
1st day of January, 2003.

                                       TERRE HAUTE FIRST NATIONAL BANK

                                       SIGNATURE
                                       /s/ Michael A. Carty, Secretary/Treasurer
ATTEST
Signature
/s/ Thomas G. Woodason
Title: Controller

                                       EMPLOYEE

                                       Signature
                                       /s/ Norman L. Lowery

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

                                                 FIRST FINANCIAL CORPORATION

                                                 Signature
                                                 /s/ Donald E. Smith, President

ATTEST
Signature
/s/ Michael A. Carty
Title: Secretary/Treasurer


</TEXT>
</DOCUMENT>
