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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, 2008
 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
    
    35-1546989(State of Incorporation)
    
    (I.R.S. Employer Identification Number)One First Financial PlazaTerre Haute, Indiana
    
    47807(Address of Registrants Principal Executive Offices)
    
    (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
 Securities registered pursuant to Section 12(g) of the Act:
None
 Yes
o No
þ
 Yes
o No
þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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




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PART I
 
 ITEM 1. BUSINESS
  1.
    
    The first 4 paragraphs on page 37.2.
    
    The first 5 paragraphs of Note 1 to the Consolidated Financial Statements on page 14.
       
    
    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;
  2




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
    
    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.
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
    
    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.
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5




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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.
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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.
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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
  The Corporations Allowance for Possible Loan Losses May Be Insufficient
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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
  Recent Negative Developments In The Financial Industry And The Credit Markets May Subject Us To
Additional Regulation.
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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
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ITEM 3 LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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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 Yet BeShares Purchased
    
    
    Paid Per Share
    
    
    Plans Or Programs *
    
    
    Purchased *October 1  31 2008
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    N/ANovember 1  30, 2008
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    N/ADecember 1  31, 2008
    
    
    15,000
    
    
    
    28.65
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    15,000
    
    
    
    28.65
    
    
    
    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 38.2.
    
    Securities, on page 40.3.
    
    Loan Portfolio, on page 41.4.
    
    Allowance for Loan Losses, on pages 42 and 43.5.
    
    Nonperforming Loans, on pages 43.6.
    
    Deposits, on page 44.7.
    
    Consolidated Balance Sheet-Average Balances and Interest Rates, on page 47.
 
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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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
    13




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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
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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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:
      (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:
 ExhibitNumber
    
    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 10-Q filed for the quarter ended September 30, 200210.1
    
    
    Employment Agreement for Norman L. Lowery, dated April 14, 2008and effective January
1, 2008, incorporated by reference to Exhibit 10.1 to the Corporations Form 10-Q filed
for the quarter ended March 31, 200810.2
    
    
    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
    
    
    2009 Schedule of Director Compensation10.4
    
    
    2009 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).
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SIGNATURES
  First Financial Corporation/s/ Michael A. CartyMichael A. Carty, Secretary, Treasurer & CFO(Principal Financial Officer and Principal Accounting Officer)   16




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NAME
    
    DATE/s/ Donald E. Smith

Donald E. Smith, President and Director
    
    March 12, 2009/s/ Michael A. Carty

Michael A. Carty, Secretary, Treasurer & CFO
(Principal Financial Officer and Principal Accounting Officer)
    
    March 12, 2009/s/ W. Curtis Brighton

W. Curtis Brighton, Director
    
    March 12, 2009/s/ B. Guille Cox, Jr.

B. Guille Cox, Jr., Director
    
    March 12, 2009/s/ Thomas T. Dinkel

Thomas T. Dinkel, Director
    
    March 12, 2009/s/ Anton H. George

Anton H. George, Director
    
    March 12, 2009/s/ Gregory L. Gibson

Gregory L. Gibson, Director
    
    March 12, 2009/s/ Norman L. Lowery

Norman L. Lowery, Vice Chairman, CEO & Director
(Principal Executive Officer)
    
    March 12, 2009/s/ Ronald K. Rich

Ronald K. Rich, Director
    
    March 12, 2009/s/ Virginia L. Smith

Virginia L. Smith, Director
    
    March 12, 2009/s/ William J. Voges

William J. Voges, Director
    
    March 12, 2009
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EXHIBIT INDEX
 ExhibitNumber
    
    Description10.3
    
    
    2009 Schedule of Director Compensation10.4
    
    
    2009 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
  18