Exhibit 10.10
 First Financial Corporation  2011 Short-Term Incentive Compensation Plan
 (Effective as of January 1 , 2011)
 
 Krieg DeVault LLP
One Indiana Square, Suite 2800
Indianapolis, IN 46204-2079




---



##### 



TABLE OF CONTENTS
 ARTICLE I Introduction
    
    
    11.1 Objective
    
    
    11.2 Administration of the Plan
    
    
    11.3 Definitions
    
    
    1ARTICLE II Eligibility and Participation
    
    
    3ARTICLE III Awards
    
    
    33.1 Annual Determination of Awards
    
    
    33.2 Communication of Awards
    
    
    33.3 Considerations in Establishing Performance Goals
    
    
    33.4 Components of Calculation
    
    
    43.5 Earning of Awards
    
    
    43.6 Time and Form of Payment of Earned Awards
    
    
    43.7 Clawback of Awards
    
    
    43.8 Withholding of Taxes
    
    
    4ARTICLE IV Miscellaneous
    
    
    44.1 Amendment or Termination
    
    
    44.2 Employment Rights
    
    
    44.3 Evidence
    
    
    54.4 Gender and Number
    
    
    54.5 Action by the Board or Committee
    
    
    54.6 Controlling Laws
    
    
    54.7 Mistake of Fact
    
    
    54.8 Severability
    
    
    54.9 Effect of Headings
    
    
    54.10 Nontransferability
    
    
    54.11 No Liability
    
    
    64.12 Funding
    
    
    6
  i




---



##### 



FIRST FINANCIAL CORPORATION  2011 SHORT-TERM INCENTIVE COMPENSATION PLAN
 (Effective January 1, 2011)
ARTICLE I
 Introduction
 1.1 Objective
 1.2 Administration of the Plan
 1.3 Definitions
 (a)
    
    Awardmeans the cash compensation awarded to a Participant pursuant to the
Plan.
 (b)
    
    Award Ratemeans the amount of cash, expressed as a percentage of a
Participants Base Salary as determined by the Committee.
 (c)
    
    Base Salarymeans the regular base salary paid by the Company or a Subsidiary
to an employee while such employee is a Participant during a calendar year, exclusive
of additional forms of compensation such as bonuses, other incentive payments,
automobile allowances, tax gross-ups and other fringe benefits. Base Salary will
include any salary deferral contributions made pursuant to Code Sections 401(k) and
125.
  1




---



##### 



(d)
    
    Boardmeans the Board of Directors of the Company.(e)
    
    Codemeans the Internal Revenue Code of 1986, as amended.
 (f)
    
    Companymeans, unless otherwise stated, First Financial Corporation,
organized and existing under the laws of the State of Indiana, or any successor (by
merger, consolidation, purchase or otherwise) to such corporation which assumes the
obligations of such corporation under the Plan and the Subsidiaries of the Company.(g)
    
    Committeemeans the Compensation Committee of the Board.
 (h)
    
    Effective Datemeans January 1, 2011, which is the effective date of the
Plan.
 (i)
    
    Notice of Awardmeans the notice provided to a Participant which outlines the
Award Rate, Performance Goals and other terms and conditions of their Award.
 (j)
    
    Participantmeans an individual who is employed by the Company and who is
designated as a Participant by the Committee. The Committee may designate one or more
tiers of participation under the Plan given an individuals position with the Company
or a Subsidiary.
 (k)
    
    Performance Goalsmeans the financial performance levels with respect to the
Company and/or the Subsidiaries which must be met during a Performance Period before an
Award may be earned as set forth in a Notice of Award. The Performance Goals will be
determined on an annual basis by the Committee utilizing the United States Treasury
Department final Guidance on Sound Incentive Compensation Policies and any subsequent
guidance hereafter provided by applicable statute, rule or regulation.
 (l)
    
    Performance Periodmeans the period of time specified by the Committee during
which an Award may be earned.
 (m)
    
    Permanent and Total Disabilitymeans a disability as determined under a
long-term disability insurance policy sponsored by the Company or a Subsidiary.
 (n)
    
    Planmeans the short-term incentive compensation plan contained in this
instrument and any subsequent amendment to this instrument, which shall have been
adopted by the Board or Committee known as the First Financial Corporation 2011
Short-Term Incentive Compensation Plan.
 (o)
    
    Retirementmeans a Participants Termination of Service on or after attaining
age 65 for reasons other than death or Permanent and Total Disability.
 (p)
    
    Subsidiarymeans First Financial Bank and such other subsidiary corporations
of the Company which are designated by the Board or Committee as eligible to
participate in the Plan.
  2




---



##### 



(q)
    
    Termination of Servicemeans the occurrence of any act or event or any
failure to act, whether pursuant to an employment agreement or otherwise, that
actually or effectively causes or results in a Participant ceasing, for whatever
reason, to be an employee of the Company or a Subsidiary, including, but not limited
to, death, Permanent and Total Disability, Retirement, termination by the Company or
a Subsidiary of the Participants employment with the Company or a Subsidiary and
voluntary resignation or termination by the Participant of his or her employment
with the Company or a Subsidiary.
 ARTICLE II
 Eligibility and Participation
  ARTICLE III
 Awards
 3.1 Annual Determination of Awards
 3.2 Communication of Awards
 3.3 Considerations in Establishing Performance Goals
 (a)
    
    Balance risk and financial results in a manner that does not encourage
Participants to expose the Company and its Subsidiaries to imprudent risks;
 (b)
    
    Make such determination in a manner designed to ensure that Participant
overall compensation is balanced and that the Awards are consistent with the policies
and procedures of the Company and its Subsidiaries regarding such compensation
arrangements; and
 (c)
    
    Monitor the success of the Performance Goals and weighting established in prior
years, alone and in combination with other incentive compensation awarded to the same
Participants, and make appropriate adjustments in future calendar years as
needed so that payments appropriately incentivize Participants and appropriately
reflect risk.
  3




---



##### 



3.4 Components of Calculation
 (a)
    
    The Performance Goals;
 (b)
    
    The relative weight accorded each Performance Goal; and
 (c)
    
    The threshold, target and maximum Award Rates for each Participant. The
calculation of Awards will be made by interpolating within the interval between the
threshold Award Rate and the target Award Rate and between the target Award Rate and
the maximum Award Rate, and rounding to the nearest dollar.
 3.5 Earning of Awards
 3.6 Time and Form of Payment of Earned Awards
 3.7 Clawback of Awards
 3.8 Withholding of Taxes
 ARTICLE IV
 Miscellaneous
 4.1 Amendment or Termination
 4.2 Employment Rights
  4




---



##### 



4.3 Evidence
 4.4 Gender and Number
 4.5 Action by the Board or Committee
 4.6 Controlling Laws
 4.7 Mistake of Fact
 4.8 Severability
 4.9 Effect of Headings
 4.10 Nontransferability
  5




---



##### 



4.11 No Liability
 4.12 Funding
  6