Exhibit 10.9
 FIRST FINANCIAL CORPORATION
 2010 LONG-TERM INCENTIVE COMPENSATION PLAN
 (Effective January 1, 2010)
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 and board of director fees actually
paid by the Company or a Subsidiary to an employee while such employee is a Participant
during calendar year 2010, 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 board of director fees paid by the
Company, Subsidiary or affiliate as well as salary deferral contributions made pursuant
to Code Sections 401(k) and 125 and salary
deferral contributions made to the First Financial Corporation 2005 Executives
Deferred Compensation Plan.




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(d)
    
    Boardmeans the Board of Directors of the Company.(e)
    
    Causemeans:
 (i)
    
    An intentional act of fraud, embezzlement, theft or personal dishonesty;
willful misconduct, or breach of fiduciary duty involving personal profit by the
Participant in the course of his employment. No act or failure to act shall be deemed
to have been intentional or willful if it was due primarily to an error in judgment or
negligence. An act or failure to act shall be considered intentional or willful if it
is not in good faith and if it is without a reasonable belief that the action or
failure to act is in the best interest of the Company or a Subsidiary;
 (ii)
    
    Intentional wrongful damage by the Participant to the business or property of
the Company or a Subsidiary, causing material harm to the Company or a Subsidiary;
 (iii)
    
    Breach by the Participant of any confidentiality or non-disclosure agreement
in effect from time to time with the Company or a Subsidiary;
 (iv)
    
    Gross negligence or insubordination by the Participant in the performance of
his duties; or
 (v)
    
    Removal or permanent prohibition of the Participant from participating in the
conduct of Companys or a Subsidiarys affairs by an order issued under Section 8(e)(4)
or 8(g)(1) of the Federal Deposit Insurance Act, 12 USC 1818(e)(4) and (g)(1).
 (f)
    
    Change in Controlmeans any of the following:
 (i)
    
    Change in Ownership. A change in the ownership of the
Company or a Subsidiary occurs on the date that any person, or group of
persons, as defined below, acquires ownership of stock of the Company or a
Subsidiary that, together with stock held by the person or group, constitutes
more than 50 percent of the total fair market value or total voting power of
the stock of the Company or a Subsidiary. However, if any person or group is
considered to own more than 50 percent of the total fair market value or total
voting power of the stock, the acquisition of additional stock by the same
person or group is not considered to cause a change in the ownership of the
Company or a Subsidiary (or to cause a change in the effective control of the
Company or a Subsidiary as defined in subsection 1.3(f)(ii). An increase in
the percentage of stock owned by any person or group, as a result of a
transaction in which the Company or a Subsidiary acquires its stock in exchange
for property will be treated as an acquisition of stock for purposes of this
subsection 1.3(f)(i). This subsection 1.3(f)(i) only applies when there is a
transfer of stock of the Company or a Subsidiary (or issuance of stock of a corporation) and stock in
the Company or a Subsidiary remains outstanding after the transaction.
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(ii)
    
    Change in the Effective Control. A change in the
effective control of the Company or a Subsidiary will occur when: (A) any
person or group acquires, or has acquired during the 12-month period ending on
the date of the most recent acquisition by such person(s), ownership of stock
of the Company or a Subsidiary possessing 30 percent or more of the total
voting power; or (B) a majority of members of the Board is replaced during any
12-month period by directors whose appointment or election is not endorsed by a
majority of the members of the Board prior to the date of the appointment or
election. However, if any person or group is considered to effectively control
the Company or a Subsidiary, the acquisition of additional control of the
Company or a Subsidiary by the same person(s) is not considered to cause a
change in the effective control.
 (iii)
    
    Change in the Ownership of a Substantial Portion of the
Subsidiarys or Companys Assets. A change in the ownership of a
substantial portion of the Companys or a Subsidiarys assets occurs on the
date that any person or group acquires, or has acquired during the 12-month
period ending on the date of the most recent acquisition by such person(s),
assets from the Company or a Subsidiary that have a total gross fair market
value equal to or more than 40 percent of the total gross fair market value of
all of the assets of the Company or a Subsidiary immediately prior to such
acquisition(s). Gross fair market value means the value of the assets of the
Company or a Subsidiary, or the value of the assets being disposed of,
determined without regard to any liabilities associated with such assets.
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(g)
    
    Codemeans the Internal Revenue Code of 1986, as amended.
 (h)
    
    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.
 (i)
    
    Committeemeans the Compensation Committee of the Board.
 (j)
    
    Effective Datemeans January 1, 2010, which is the effective date of the
Plan.
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(k)
    
    Good Reasonmeans the occurrence of any of the following events, which has
not been consented to in advance by the Participant in writing:
 (i)
    
    The requirement that the Participant move his personal
residence;
 (ii)
    
    A reduction of ten percent or more in the Participants base
salary, unless part of an institution-wide reduction and similar to the
reduction in the base salary of all other similarly situated officers of the
Company or a Subsidiary;
 (iii)
    
    The removal of the Participant from participation in any
incentive compensation (including, but not limited to, the Plan) or
performance-based compensation plans or bonus plans unless the Company
terminates participation in the plan or plans with respect to all other
similarly situated officers of the Company or a Subsidiary;
 (iv)
    
    The assignment to the Participant of duties and
responsibilities materially different from those normally associated with his
position; or
 (v)
    
    A material diminution or reduction in the Participants
responsibilities or authority (including reporting responsibilities) in
connection with his employment with the Company or a Subsidiary.
 (l)
    
    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.
 (m)
    
    Participantmeans an individual who is employed by the Company and who is
designated as a Participant by the Committee.
 (n)
    
    Performance Goalsmeans the financial performance levels with respect to the
Company and/or the Subsidiaries which must be met before an Award may be earned as set
forth in a Notice of Award. The Performance Goals will be determined 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.
 (o)
    
    Performance Periodmeans the period of time specified by the Committee during
which an Award may be earned
 (p)
    
    Permanent and Total Disabilitymeans a disability as determined under a
long-term disability insurance policy sponsored by the Company or a Subsidiary.
 (q)
    
    Planmeans the long-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 2010
Long-Term Incentive Compensation Plan.
 (r)
    
    Retirementor Retiresmeans a Participants Termination of Service on or
after attaining age 65 for reasons other than death or Permanent and Total Disability.
 (s)
    
    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.
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(t)
    
    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 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, 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.
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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
target Award Rate and the threshold Award Rate and between the target Award Rate and
the maximum Award Rate, and rounding to the nearest dollar.
 3.5 Earning of Awards
 (a)
    
    An Award will be treated as earned to the extent:
 (i)
    
    The threshold, target or maximum Performance Goals are met; and(ii)
    
    The Participant is employed on the last day of the Performance
Period.
 (b)
    
    In the event a Participant incurs a Termination of Service before the end of
the Performance Period, he will not earn any portion of his Award unless his employment
with the Company or a Subsidiary terminates for one of the following reasons:
 (i)
    
    The Participant dies.(ii)
    
    The Participant incurs a Termination of Service due to a
Permanent and Total Disability.(iii)
    
    The Participant Retires.(iv)
    
    The Participant incurs a Termination of Service for Good
Reason.(v)
    
    The Participants employment is terminated without Cause.
 (c)
    
    If at least the threshold Performance Goals are met but the Participant incurs
a Termination of Service due to one or more of the circumstances described in
subsections 3.5(b)(i) through 3.5(b)(v), he will earn a pro rataportion of the Award
that he would otherwise be entitled to for calendar year 2010. The Award will be
calculated at the level attained based on the ratio that the number of days during the
2010 calendar year in which he was actually employed bears to 365.
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3.6 Vesting of Earned Awards
 (a)
    
    Except as set forth in subsection 3.6(b), a Participant will become vested in
his or her earned awards in accordance with the following schedule provided he or she
is employed on the applicable vesting date.
 Anniversary of
    
    Vested
    
    
    ForfeitedEarning Date
    
    Percentage
    
    
    Percentage1st
    
    
    33
    %
    
    
    67
    %2nd
    
    
    66
    %
    
    
    34
    %3rd
    
    
    100
    %
    
    
    0
    %
 (b)
    
    Notwithstanding subsection 3.6(a), in the event:
 (i)
    
    The Participant dies;(ii)
    
    The Participant incurs a incurs a Termination of Service due to
a Permanent and Total Disability;(iii)
    
    The Participant Retires;(iv)
    
    The Participant incurs a Termination of Service for Good
Reason; or(v)
    
    The Participants employment is terminated without Cause,he will not forfeit his earned Award. In such cases, a Participant will be
100 percent vested in his earned Award and payment will made within 30 days
of the date of Termination of Service.
 (c)
    
    In the event of a Change in Control, a Participant will be 100 percent vested
in his earned Award and payment will be made as of the date of the Change in Control.
 3.7 Time and Form of Payment of Vested Awards
 3.8 Clawback of Awards
 3.9 Withholding of Taxes
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ARTICLE IV
 Miscellaneous
 4.1 Amendment or Termination
 4.2 Employment Rights
 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
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4.10 Nontransferability
 4.11 No Liability
 4.12 Funding
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