##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from _________ to ___________
 Commission file number 0-16759
 FIRST FINANCIAL CORPORATION
 (Exact name of registrant as specified in its charter)
 INDIANA
(State of Incorporation) 
One First Financial Plaza
    
    35-1546989
(I.R.S. Employer Identification Number)Terre Haute, Indiana(Address of Registrants Principal 
Executive Offices)
    
    47807(Zip Code)
 (812) 238-6000
(Registrants Telephone Number, Including Area Code)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of Exchange on Which RegisteredCommon Stock, no par value
    
    The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
 Securities registered pursuant to Section 12(g) of the Act:
 None
 Yes o No þ
 Yes o No þ
 Yes þ No o
 Yes o No o
 o
 12b-2
 Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



Form 10-K Cross-Reference Index
 pagePART IItem 1 Business
    
    
    3Item 1A Risk Factors
    
    
    8Item 1B Unresolved Staff Comments
    
    
    12Item 2 Properties
    
    
    12,13Item 3 Legal Proceedings
    
    
    13Item 4 Submission of Matters to a Vote of Security Holders
    
    
    13PART IIItem 5 Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    14Item 6 Selected Financial Data
    
    
    14Item 7 Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    14Item 7A Quantitative and Qualitative Disclosures about Market Risk
    
    
    14Item 8 Financial Statements and Supplementary Data
    
    
    14Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosures
    
    
    14Item 9A Controls and
Procedures
    
    
    15Item 9B Other Information
    
    
    15PART IIIItem 10 Directors, Executive Officers and Corporate Governance
    
    
    15Item 11 Executive Compensation
    
    
    15Item 12 Security Ownership of Certain Beneficial Owners and Management
and Related Shareholder Matters
    
    
    15Item 13 Certain Relationships and Related Transactions and Director
Independence
    
    
    16Item 14 Principal Accountant Fees and Services
    
    
    16PART IVItem 15 Exhibits and Financial Statement Schedules
    
    
    17Signatures
    
    
    18, 19Exhibit 10.3Exhibit 10.4Exhibit 13Exhibit 21Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




---



##### Table of Contents



PART I
 
 ITEM 1.
    
    BUSINESS
          
    
    independence requirements for audit committee members;
 
    
    independence requirements for company auditors;
 
    
    certification of financial statements on Forms 10-K and 10-Q reports by the chief
executive officer and the chief financial officer;
 
    
    disclosure of off-balance sheet transactions;
  3




---



##### Table of Contents




    
    disclosure of a code of ethics for financial officers and filing a Form 8-K for a
change in or waiver of such code;
 
    
    the reporting of securities violations up the ladder by both in-house and outside
attorneys;
 
    
    restrictions on the use of non-GAAP financial measures in press releases and SEC
filings;
 
    
    the formation of a public accounting oversight board; and
 
    
    various increased criminal penalties for violations of securities laws.
       4




---



##### Table of Contents




    
    Truth-In-Lending Act and state consumer protection laws governing disclosures of
credit terms and prohibiting certain practices with regard to consumer borrowers;
 
    
    Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide
information to enable the public and public officials to determine whether a
financial institution is fulfilling its obligation to help meet the housing needs of
the community it serves;
 
    
    Equal Credit Opportunity Act and other fair lending laws, prohibiting
discrimination on the basis of race, creed or other prohibited factors in extending
credit;
 
    
    Fair Credit Reporting Act of 1978 and Fair and Accurate Credit Transactions Act
of 2003, governing the use and provision of information to credit reporting
agencies;
 
    
    Fair Debt Collection Practices Act, governing the manner in which consumer debts
may be collected by collection agencies; and rules and regulations of the various
federal agencies charged with the responsibility of implementing such federal laws.
  
    
    Customer Information Security Guidelines. The federal bank regulatory agencies
have adopted final guidelines (the Guidelines) for safeguarding confidential
customer information. The Guidelines require each financial institution, under the
supervision and ongoing oversight of its Board of Directors, to create a
comprehensive written information security program designed to ensure the security
and confidentiality of customer information, protect against any anticipated threats
or hazards to the security or integrity of such information; protect against
unauthorized access to or use of such information that could result in substantial
harm or inconvenience to any customer; and implement response programs for security
breaches.
 
    
    Electronic Funds Transfer Act and Regulation E. The Electronic Funds Transfer
Act, which is implemented by Regulation E, governs automatic deposits to and
withdrawals from deposit accounts and customers rights and liabilities arising from
the use of automated teller machines and other electronic banking services.
 
    
    Gramm-Leach-Bliley Act, Fair and Accurate Credit Transactions Act. The
Gramm-Leach-Bliley Act, the Fair and Accurate Credit Transactions Act, and the
implementing regulations govern consumer financial privacy, provide disclosure
requirements and restrict the sharing of certain consumer financial information with
other parties.
  5




---



##### Table of Contents



6




---



##### Table of Contents



7




---



##### Table of Contents



Available Information
  
 ITEM 1A.
    
    RISK FACTORS
 Difficult Conditions In The Capital Markets And The Economy Generally May Materially Adversely
Affect Our Business And Results Of Operations.
     8




---



##### Table of Contents



There Can Be No Assurance That Actions Of The U.S. Government, Federal Reserve And Other
Governmental And Regulatory Bodies For The Purpose Of Stabilizing The Financial Markets Will
Achieve The Intended Effect.
   We May Be Required To Pay Significantly Higher Federal Deposit Insurance Corporation (FDIC)
Premiums In The Future.
   Future Growth Or Operating Results May Require The Corporation To Raise Additional Capital But That
Capital May Not Be Available Or It May Be Dilutive.
   9




---



##### Table of Contents



We May Not Be Able To Pay Dividends In The Future In Accordance With Past Practice.
  The Price Of The Corporations Common Stock May Be Volatile, Which May Result In Losses For
Investors.
  
    
    announcements of developments related to the Corporations business;
 
    
    fluctuations in the Corporations results of operations;
 
    
    sales or purchases of substantial amounts of the Corporations securities in the
marketplace;
 
    
    general conditions in the Corporations banking niche or the worldwide economy;
 
    
    a shortfall or excess in revenues or earnings compared to securities analysts
expectations;
 
    
    changes in analysts recommendations or projections; and
 
    
    the Corporations announcement of new acquisitions or other projects.
 The Corporation Is Subject To Interest Rate Risk
  The Corporation Is Subject To Lending Risk
   10




---



##### Table of Contents



The Corporations Allowance for Possible Loan Losses May Be Insufficient
  The Corporation Operates In a Highly Competitive Industry and Market Area
   
    
    The ability to develop, maintain and build upon long-term customer relationships based
on top quality service, and safe, sound assets.
 
    
    The ability to expand the Corporations market position.
 
    
    The scope, relevance and pricing of products and services offered to meet customer
needs and demands.
 
    
    The rate at which the Corporation introduces new products and services relative to its
competitors.
 
    
    Customer satisfaction with the Corporations level of service.
 
    
    Industry and general economic trends.
  The Corporation Is Subject To Extensive Government Regulation and Supervision
   11




---



##### Table of Contents



Recent Negative Developments In The Financial Industry And The Credit Markets May Subject Us To
Additional Regulation.
  The Corporations Controls and Procedures May Fail or Be Circumvented
  The Corporation Is Dependent On Certain Key Management and Staff
  The Corporations Information Systems May Experience an Interruption or Breach in Security
  The Corporation Continually Encounters Technological Change
  
 ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2.
    
    PROPERTIES
   12




---



##### Table of Contents



ITEM 3.
    
    LEGAL PROCEEDINGS
  
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   13




---



##### Table of Contents



PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
   (c)Total Number Of
    
    
    (d)(a)
    
    
    (b)
    
    
    Shares Purchased As Part
    
    
    Maximum Number OfTotal Number Of
    
    
    Average Price
    
    
    Of Publicly Announced
    
    
    Shares That May YetShares Purchased
    
    
    Paid Per Share
    
    
    Plans Or Programs *
    
    
    Be Purchased *October 1  31 2009
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    N/ANovember 1  30, 2009
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    N/ADecember 1  31, 2009
    
    
    22,000
    
    
    
    27.98
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    22,000
    
    
    
    27.98
    
    
    
    N/A
    
    
    
    N/A
 *
    
    The Corporation has not adopted a formal policy or program regarding repurchases of its
shares of stock.
  
 ITEM 6.
    
    SELECTED FINANCIAL DATA
  
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
  
 ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  1.
    
    Volume/Rate Analysis, on page 43.2.
    
    Securities, on page 45.3.
    
    Loan Portfolio, on page 46.4.
    
    Allowance for Loan Losses, on pages 47 and 48.5.
    
    Nonperforming Loans, on pages 48.6.
    
    Deposits, on page 49.7.
    
    Consolidated Balance Sheet-Average Balances and Interest Rates, on page 52.
 
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
   14




---



##### Table of Contents



ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls over Financial Reporting
  Managements Report on Internal Control Over Financial Reporting and Attestation Report of the
Registered Public Accounting Firm
  
 ITEM 9B.
    
    OTHER INFORMATION
   
 PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER
MATTERS
   15




---



##### Table of Contents



ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
   16




---



##### Table of Contents



PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)(1)
    
    The following consolidated financial statements of the Registrant and its
subsidiaries are included in the 2008 Annual Report to Shareholders of First Financial
Corporation attached:
 Consolidated Balance SheetsDecember 31, 2009 and 2008
 Consolidated Statements of IncomeYears ended December 31, 2009, 2008, and 2007
 Consolidated Statements of Changes in Shareholders EquityYears ended December 31,
2009, 2008, and 2007
 Consolidated Statements of Cash FlowsYears ended December 31, 2009, 2008, and 2007
 Notes to Consolidated Financial Statements
 (2)
    
    Schedules to the Consolidated Financial Statements required by Article 9 of
Regulation S-X are not required, inapplicable, or the required information has been
disclosed elsewhere.
 (3)
    
    Listing of Exhibits:
 Exhibit Number
    
    Description3.1
    
    
    Amended and Restated Articles of Incorporation of First Financial
Corporation, incorporated by reference to Exhibit 3(i) of the
Corporations Form 10-Q filed for the quarter ended September 30,
20023.2
    
    
    Code of By-Laws of First Financial Corporation, incorporated by reference to Exhibit
3(ii) of the Corporations Form 8-K filed July 27, 200910.1
    
    

Employment Agreement for Norman L. Lowery, dated March 25, 2009 and effective January
1, 2009, incorporated by reference to Exhibit 10.1 to the Corporations Form 10-Q filed
for the quarter ended March 31, 200910.2
    
    
    2001 Long-Term Incentive Plan of First Financial Corporation, incorporated by
reference to Exhibit 10.3 of the Corporations Form 10-Q filed for the quarter ended
September 30, 200210.3
    
    
    2010 Schedule of Director Compensation10.4
    
    
    2010 Schedule of Named Executive Officer Compensation10.5
    
    
    2005 Long-Term Incentive Plan of First Financial Corporation, incorporated by
reference to Exhibit 10.7 of the Corporations Form 8-K filed September 4, 200710.6
    
    
    2005 Executives Deferred Compensation Plan, incorporated by reference to Exhibit
10.5 of the Corporations Form 8-K filed September 4, 200710.7
    
    
    2005 Executives Supplemental Retirement Plan, incorporated by
reference to Exhibit 10.6 of the Corporations Form 8-K filed September 4,
200713
    
    
    Annual Report21
    
    
    Subsidiaries31.1
    
    
    Certification pursuant to Rule 13a-14(a) for Annual Report of Form 10-K by Principal
Executive Officer31.2
    
    
    Certification pursuant to Rule 13a-14(a) for Annual Report of Form 10-K by Principal
Financial Officer32.1
    
    
    Certification pursuant to 18 U.S.C. Section 1350 of Principal Executive Officer32.2
    
    
    Certification pursuant to 18 U.S.C. Section 1350 of Principal Financial Officer
 (b)
    
    Exhibits-Exhibits to (a) (3) listed above are attached to this report.
 (c)
    
    Financial Statements Schedules-No schedules are required to be submitted. See response to
ITEM 15(a) (2).
  17




---



##### Table of Contents



SIGNATURES
  First Financial Corporation/s/ Rodger A. McHargueRodger A. McHargue, Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer)   18




---



##### Table of Contents



NAME
    
    DATE/s/ Donald E. Smith

Donald E. Smith, President and Director
    
    March 16, 2010/s/ Rodger a. McHargue

Rodger A. McHargue, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
    
    March 16, 2010/s/ W. Curtis Brighton

W. Curtis Brighton, Director
    
    March 16, 2010/s/ B. Guille Cox, Jr.

B. Guille Cox, Jr., Director
    
    March 16, 2010/s/ Thomas T. Dinkel

Thomas T. Dinkel, Director
    
    March 16, 2010/s/ Anton H. George

Anton H. George, Director
    
    March 16, 2010/s/ Gregory L. Gibson

Gregory L. Gibson, Director
    
    March 16, 2010/s/ Norman L. Lowery

Norman L. Lowery, Vice Chairman, CEO & Director
(Principal Executive Officer)
    
    March 16, 2010/s/ Ronald K. Rich

Ronald K. Rich, Director
    
    March 16, 2010/s/ Virginia L. Smith

Virginia L. Smith, Director
    
    March 16, 2010/s/ William J. Voges

William J. Voges, Director
    
    March 16, 2010/s/ William R. Krieble

William R. Krieble, Director
    
    March 16, 2010
  19




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description10.3
    
    
    2010 Schedule of Director Compensation10.4
    
    
    2010 Schedule of Named Executive Officers Compensation13
    
    
    Annual Report21
    
    
    Subsidiaries31.1
    
    
    Certification Pursuant to Rule 13a-14(a) for Annual Report of Form 10-K by Principal Executive Officer31.2
    
    
    Certification Pursuant to Rule 13a-14(a) for Annual Report of Form 10-K by Principal Financial Officer32.1
    
    
    Certification Pursuant to Rule 18 U.S.C. Section 1350 of Principal Executive Officer32.2
    
    
    Certification Pursuant to Rule 18 U.S.C. Section 1350 of Principal Financial Officer
  20