Exhibit 10.8
 FIRST FINANCIAL CORPORATION  2010 SHORT-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 the 2010 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 and salary
deferral contributions made to the First Financial Corporation 2005 Executives
Deferred Compensation Plan.
 (d)
    
    Boardmeans the Board of Directors of the Company.




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(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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For purposes of subsections 1.3(f)(i) and 1.3(f)(ii), persons will not be
considered to be acting as a group solely because they purchase or own stock
of the Company or a Subsidiary at the same time, or as a result of the same
public offering. However, persons will be considered to be acting as a
group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock or similar business
transaction with the Company or a Subsidiary. If a person, including an
entity, owns stock in both corporations that enter into a merger,
consolidation, purchase or acquisition of stock or similar transaction, such
shareholder is considered to be acting as a group with other shareholders
only with respect to the ownership in that corporation before the
transaction giving rise to the change and not with respect to the ownership
interest in the other corporation.
 (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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However, there is no Change in Control under this subsection when there is a
transfer to an entity that is controlled by the shareholders of the Company
or a Subsidiary immediately after the transfer. A transfer of assets by the
Company or a Subsidiary is not treated as a change in the ownership of such
assets if the assets are transferred to: (A) a shareholder of the Company or
a Subsidiary (immediately before the asset transfer) in exchange for or with
respect to its stock; (B) an entity, 50 percent or more of the total value
or voting power of which is owned, directly or indirectly,
by the Company or a Subsidiary; (C) a person, or group of persons, that
owns, directly or indirectly, 50 percent or more of the total value or
voting power of all the outstanding stock of the Company or a Subsidiary or
(D) an entity, at least 50 percent of the total value or voting power of
which is owned, directly or indirectly, by a person described in (C). For
purposes of this subsection 1.3(f)(iii), except as otherwise provided, a
persons status is determined immediately after the transfer of the assets.
For example, a transfer to a corporation in which the Company or a
Subsidiary has no ownership interest before the transaction, but which is a
majority-owned subsidiary of the Company or a Subsidiary after the
transaction, is not treated as a change in the ownership of the assets of
the Company or a Subsidiary.
 For purposes of this subsection 1.3(e)(iii), persons will not be considered
to be acting as a group solely because they purchase assets of the Company
or a Subsidiary at the same time. However, persons will be considered to be
acting as a group if they are owners of a corporation that enters into a
merger, consolidation, purchase or acquisition of assets, or similar
business transaction with the Company or a Subsidiary. If a person,
including an entity shareholder, owns stock in both corporations that enter
into a merger, consolidation, purchase or acquisition of assets, or similar
transaction, such shareholder is considered to be acting as a group with
other shareholders in a corporation only to the extent of the ownership in
that corporation before the transaction giving rise to the change and not
with respect to the ownership interest in the other corporation.
 Notwithstanding the foregoing, the acquisition of Company or Subsidiary stock by any
retirement plan sponsored by the Company or a Subsidiary or an affiliate of the
Company or a Subsidiary will not constitute a Change in Control.
 (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)
    
    Permanent and Total Disabilitymeans a disability as determined under a
long-term disability insurance policy sponsored by the Company or a Subsidiary.
 (p)
    
    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 2010
Short-Term Incentive Compensation Plan.
 (q)
    
    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.
 ARTICLE II
 Eligibility and Participation
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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 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.
 3.4 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.
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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 terminates employment before the end of the
performance period, he will not earn any portion of his Award unless he terminates
employment with the Company or a Subsidiary for one of the following reasons:
 (i)
    
    The Participant dies.(ii)
    
    The Participants incurs a Permanent and Total Disability.(iii)
    
    The Participant terminates employment on or after attaining age 65.(iv)
    
    The Participant terminates employment for Good Reason.(v)
    
    The Participant is terminated without Cause.
 pro rata
 3.6 Time and Form of Payment of Earned Awards
 (a)
    
    Earned Awards will be paid in single sum in cash within 75 days after December
31, 2010. If a Participant is not employed by the Company or a Subsidiary on the date
payment is made, he will forfeit his Award.
 (b)
    
    Notwithstanding subsection 3.6(a), in the event:
 (i)
    
    The Participant dies;(ii)
    
    The Participant incurs a Permanent and Total Disability;(iii)
    
    The Participant terminates employment on or after attaining age 65;(iv)
    
    The Participant terminates employment 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
termination of employment.
 (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.
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3.7 Clawback of Awards
 3.8 Withholding of Taxes
 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
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4.8 Severability
 4.9 Effect of Headings
 4.10 Nontransferability
 4.11 No Liability
 4.12 Funding
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