EXHIBIT 10(T)
                              STOCK OPTION PLAN III




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                                    RESTATED
                           FIRST FINANCIAL CORPORATION
                              STOCK OPTION PLAN III

1.    PURPOSE

      This  Stock  Option  Plan  III  (the  "Option  Plan")  is  intended  as  a
performance  incentive  and to encourage  stock  ownership  by  officers,  other
employees and directors of First Financial Corporation (the "Corporation") or of
other  corporations  in which stock  possessing  50 percent or more of the total
combined  voting power is owned directly or indirectly by the  Corporation  (the
"Subsidiaries"),  so that  the  person  to  whom  the  option  is  granted  (the
"Optionee")  may  acquire or  increase  his or her  proprietary  interest in the
success of the  Corporation,  and to  encourage  the  Optionee  to remain in the
employ or service of the Corporation or of its Subsidiaries. It is intended that
options  granted  under the Option Plan will qualify as incentive  stock options
("Incentive  Options") within the meaning of Section 422 of the Internal Revenue
Code of 1986, or the  corresponding  provision of any  subsequently-enacted  tax
statute,  as amended  from time to time (the  "Code"),  except  for (i)  options
specifically  designated  at the time of grant as not being  Incentive  Options,
(ii)  options  granted to  employees  in excess of the  limitations  provided in
Section  4(d)  hereof,  and  (iii)  options  granted  to  directors  who are not
employees of the Corporation or its Subsidiaries.

2.    ADMINISTRATION

      (a) The Option Plan shall be  administered by a committee of not less than
two directors of the  Corporation,  none of whom is an officer or other salaried
employee of the  Corporation  or any  Subsidiary.  The members of this committee
(the  "Option  Committee")  shall be  appointed  by the  Board of  Directors.  A
majority vote of the members of the full Option  Committee shall be required for
all its actions.

      (b) The Option Committee shall have the power,  subject to, and within the
limits of, the express provisions of the Option Plan:

               (i) To determine from time to time which of the eligible  persons
               (other  than  members of the Option  Committee)  shall be granted
               options  under the Option Plan,  and the time or times when,  and
               the  number of shares for  which,  an option or options  shall be
               granted to such persons;

               (ii) To prescribe the other terms and provisions  (which need not
               be  identical)  of each option  granted  under the Option Plan to
               eligible persons (other than members of the Option Committee);

               (iii) To  construe  and  interpret  the Option  Plan and  options
               granted under it, and to establish,  amend,  and revoke rules and
               regulations  for  administration.  The Option  Committee,  in the
               exercise  of this  power,  may  correct  any defect or supply any
               omission,  or reconcile any  inconsistency in the Option Plan, or
               in any option agreement, in the manner and to the extent it shall
               deem  necessary  or  expedient  to make  the  Option  Plan  fully
               effective.  In exercising  this power,  the Option  Committee may
               retain counsel at the expense of the Corporation. All

Restated August 16, 1995
               decisions  and   determinations   by  the  Option   Committee  in
               exercising this power

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              shall be final and binding upon the Corporation and the Optionees;

               (iv) To determine  the duration and purposes of leaves of absence
               which may be granted to an  Optionee  (other than a member of the
               Option  Committee)  without  constituting a termination of his or
               her employment or service for purposes of the Option Plan; and

               (v)  Generally,  to exercise such powers and to perform such acts
               as  are  deemed  necessary  or  expedient  to  promote  the  best
               interests of the Corporation with respect to the Option Plan.

      (c) The Board of  Directors  (with  members  of the Option  Committee  not
voting)  shall  administer  the Option Plan with  respect to options  granted to
members of the Option Committee in accordance with the provisions of Section 4.

3.    STOCK

      (a) The stock subject to the options shall be shares of the  Corporation's
authorized  but unissued  common  stock,  par value $1.00 per share (the "Common
Stock").  The number of shares for which  options may be granted,  excluding the
shares  covered by the  unexercised  portion  of any  cancelled,  terminated  or
expired options shall not exceed an aggregate of 550,000 shares of Common Stock.
Such number shall be subject to adjustment as provided in Section 8 hereof.

      (b) Whenever any  outstanding  option  under the Option Plan  expires,  is
cancelled or is otherwise  terminated,  the shares of Common Stock  allocable to
the  unexercised  portion of such option may again be subjected to options under
the Option Plan.

4.    ELIGIBILITY

      (a) The  persons  who  shall  be  eligible  to  receive  options  shall be
officers,  other full-time employees (i.e., persons employed 1,000 or more hours
per  year)  and  directors  of  the   Corporation  or  its  direct  or  indirect
Subsidiaries. The Option Committee may from time to time grant options to one or
more eligible persons (other than members of the Option Committee). The Board of
Directors  (with  members of the Option  Committee  not voting) may from time to
time grant options to one or more members of the Option  Committee.  An optionee
may hold more than one option.

      (b) No person shall be granted an Incentive  Option if, at the time of the
grant,  such person owns,  directly or indirectly,  more than ten percent of the
total  combined  voting power of the  Corporation or of its parent or subsidiary
[as defined in Sections  424(e) and (f) of the Code]  unless the option price is
at least  110  percent  of the fair  market  value of the  Common  Stock and the
exercise period of such Incentive Option is by its terms limited to five years.


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      (c) The maximum  number of shares of Common Stock for which options may be
granted  to any  director,  who  is not a  full-time  salaried  employee  of the
Corporation  or any  Subsidiary,  shall not exceed two  percent of the shares of
Common Stock  covered by the Option  Plan.  The total number of shares of Common
Stock  which may be granted  under the Option Plan to all  eligible  persons not
employed on a full-time  salaried basis by the  Corporation  or any  Subsidiary,
shall not in the  aggregate  exceed 20  percent  of the  shares of Common  Stock
covered by the Option  Plan.  The maximum  number of shares of Common  Stock for
which  options  may be granted to any  employee  director  shall not exceed four
percent of the outstanding Common Stock.

      (d) To the extent required by Section 422A of the Code, the aggregate fair
market  value  (determined  at the time the option is granted) of the stock with
respect to which  Incentive  Options  are  exercisable  for the first time by an
Optionee  during any  calendar  year  (under the Plan and all other plans of the
Optionee's  employer  corporation  and its  parent and  subsidiary  corporations
within the meaning of Section 422(d) of the Code) shall not exceed $100,000. Any
options  granted in excess of the  foregoing  limitations  shall be clearly  and
specifically  designated as not being Incentive  Options and shall be separately
issued.  Nothing  contained  herein  shall  prohibit  a grant  of  non-qualified
options,  regardless of whether  Incentive Options are granted to such person in
such year.

5.    TERMS OF THE OPTION AGREEMENTS

      Each  option  agreement  shall  contain  such  provisions  as  the  Option
Committee  (or the Board of  Directors  with  respect  to  members of the Option
Committee) shall from time to time deem appropriate.  Option agreements need not
be identical,  but each option  agreement by appropriate  language shall include
the substance of all of the following provisions:

      (a) Any option shall expire on the date specified in the option agreement,
which date shall not be later  than the tenth  anniversary  of the date on which
the option was granted.  All options must be granted by the tenth anniversary of
the date the Option Plan was adopted.

      (b) The minimum  number of shares  with  respect to which an option may be
exercised  at any one time shall be 100 shares,  unless the number  purchased is
the total number at the time available for purchase under the option.

      (c) Each option shall be exercisable in such installments  (which need not
be equal) and at such times as designated by the Option  Committee (or the Board
of Directors with respect to the Option Committee). To the extent not exercised,
installments  shall  accumulate and be exercisable,  in whole or in part, at any
time after becoming exercisable, but not later than the date the option expires.
Unless otherwise  designated in accordance with applicable laws, no option shall
be  exercisable  within two years of the date on which the  option  was  granted
except in the event of a change in  control or  threatened  change in control of
the  Corporation.  In such event,  all options  granted  prior to such change in
control or threatened  change in control shall become  immediately  exercisable.
The term  "change in control"  shall refer to the  acquisition  of 10 percent or
more of the voting securities of the Corporation by any person or persons acting
as a group within the meaning of Section 13(d) of the Securities Exchange Act of
1934;  provided,  however,  that for  purposes  of the Option  Plan no change in
control or  threatened  change in control  shall be deemed to have  occurred  if
prior to the  acquisition  of, or offer to  acquire,  10  percent or more of the
voting  securities of the  Corporation,  the full Board of Directors  shall have
adopted by not less than a two-thirds vote a resolution  specifically  approving
such acquisition or offer. The term "person" refers to an

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individual or a corporation,  partnership,  trust,  association,  joint venture,
pool syndicate,  sole proprietorship,  unincorporated  organization or any other
form of entity not specifically listed herein.

      (d) The  purchase  price per share of Common Stock under each option shall
not be less than the fair market value of the Common Stock subject to the option
on the date the option is granted and shall  otherwise  comply  with  applicable
state law. For this purpose,  the fair market value of the Common Stock shall be
determined by the Option  Committee  (or the Board of Directors  with respect to
the  Option  Committee);  provided,  however,  that (i) if the  Common  Stock is
admitted  to  quotation  on  the  National  Association  of  Securities  Dealers
Automated Quotation System on the date the option is granted,  fair market value
shall not be less than the average of the highest bid and lowest asked prices of
the Common  Stock on such  System on such date,  or (ii) if the Common  Stock is
admitted to trading on a national  securities exchange on the date the option is
granted,  fair market value shall not be less than the last sale price  reported
for the Common Stock on such exchange on such date or on the last date preceding
such date on which a sale was reported.

      (e) The  Optionee  shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any shares of Common Stock subject to
such option  unless and until the option shall have been  exercised  pursuant to
the terms thereof, the Corporation shall have issued and delivered the shares to
the Optionee,  and the Optionee's  name shall have been entered as a stockholder
of record on the books of the  Corporation.  Thereupon,  the Optionee shall have
full voting,  dividend and other ownership rights with respect to such shares of
Common Stock. A separate stock  certificate or certificates  shall be issued for
any shares purchased  pursuant to the exercise of an option that is an Incentive
Option which certificate or certificates  shall not include any shares that were
purchased pursuant to the exercise of an option that is not an Incentive Option.

      (f)      Except as provided in Section 9 hereof,

               (i) Subject to Section 5(f)(iii), all options granted pursuant to
               the Option Plan shall not be  transferable  except by will or the
               laws of descent and distribution, and shall be exercisable during
               the Optionee's lifetime only by the Optionee;

               (ii) Subject to Section  5(f)(iii),  no assignment or transfer of
               the  option,  or  of  the  rights  represented  thereby,  whether
               voluntary or involuntary, by operation of law or otherwise, shall
               vest in the assignee or  transferee  any interest or right in the
               option whatsoever,  but immediately upon any attempt to assign or
               transfer the option the same shall  terminate  and be of no force
               and effect; and

               (iii)  In  addition  to  nontransferable   options,   the  Option
               Committee   may  grant   nonqualified   stock  options  that  are
               transferable,  without  payment of  consideration,  to  immediate
               family members of the optionee or to trusts or  partnerships  for
               such family  members;  the Committee  may also amend  outstanding
               nonqualified stock options to permit for such transferability.

      (g)      The option shall be subject to any provision  necessary to assure
compliance with federal and state securities laws.




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6.    METHOD OF EXERCISE AND PAYMENT OF PURCHASE PRICE

      (a) An option may be exercised by the  Optionee  delivering  to the Option
Committee  (or the Board of Directors  with respect to the Option  Committee) on
any  business  day a written  notice  specifying  the number of shares of Common
Stock the  Optionee  then desires to purchase  (the  "Notice"),  accompanied  by
payment in full of the option price for such shares.

      (b)  Payment  for the shares of Common  Stock  purchased  pursuant  to the
exercise of an option shall be made, in the  discretion of the Option  Committee
(or the Board of Directors with respect to the Option Committee) as set forth in
the  option  agreement  related  to an  option,  in either (i) cash equal to the
option  price for the number of shares  specified  in Notice (the "Total  Option
Price"), or (ii) in shares of Common Stock of the Corporation with a fair market
value,  determined  as provided  in Section 5 hereof,  equal to or less than the
Total Option Price,  plus cash in an amount equal to the excess,  if any, of the
Total Option Price over the fair market value of the tendered shares.

      (c) The  Corporation  will accept as payment for the exercise of an option
the delivery of an irrevocable  option exercise notice coupled with  irrevocable
instructions to a designated broker to simultaneously sell the stock and deliver
to the  Corporation  on the  settlement  date that portion of the sales proceeds
representing the exercise price.

7.    USE OF PROCEEDS FROM STOCK

      Proceeds from the sale of Common Stock  pursuant to options  granted under
the Option Plan shall  constitute  general funds of the  Corporation  to be used
primarily for home mortgage and consumer lending.

8.    ADJUSTMENT UPON CHANGES IN CAPITALIZATION

      (a) If the  shares  of the  Corporation's  Common  Stock  as a  whole  are
increased,  decreased or changed into,  or exchanged  for a different  number or
kind of  shares  or  securities  of the  Corporation,  whether  through  merger,
consolidation,   reorganization,   recapitalization,   reclassification,   stock
dividend,  stock split,  combination  of shares,  exchange of shares,  change in
corporate  structure or the like, an appropriate  and  proportionate  adjustment
shall be made in the number and kinds of shares  subject to the Option Plan, and
in the  number,  kinds,  and per  share  exercise  price of  shares  subject  to
unexercised  options or portions  thereof granted prior to any such change.  Any
such  adjustment  in an  outstanding  option,  however,  shall be made without a
change in the total price  applicable to the  unexercised  portion of the option
but with  corresponding  adjustment  in the price for each share of Common Stock
covered by the option.

      (b)  Upon  dissolution  or  liquidation  of  the  Corporation,  or  upon a
reorganization,  merger or  consolidation  in which the  Corporation  is not the
surviving  corporation,  or in which the  Corporation  becomes a  subsidiary  of
another  corporation,  or upon the sale of substantially  all of the property of
the Corporation to another  corporation,  the Option Plan and the options issued
thereunder  shall  terminate,  unless  provision is made in connection with such
transaction  for  the  assumption  of  options   theretofore   granted,  or  the
substitution  for  such  options  of  new  options  of  the  successor  employer
corporation or a parent or subsidiary thereof,  with appropriate  adjustments as
to the  number  and kinds of shares and the per share  exercise  prices.  In the
event of such termination,  all outstanding options shall be exercisable in full
for at least 30 days prior to the termination date whether or not otherwise

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exercisable during such period, but not later than the date the option expires.

      (c) Adjustments  under this Section shall be made by the Option Committee,
whose determination as to what adjustment shall be made, and the extent thereof,
shall be conclusive. The Option Committee shall have the discretion and power in
any such event to determine and to make effective provision for the acceleration
of the time  during  which the  option  may be  exercised,  notwithstanding  the
provisions  of the  option  setting  forth the date or dates on which all or any
part of it may be  exercised.  No  fractional  shares of Common  Stock  shall be
issued under the Option Plan on account of any adjustment specified above.

9.    TERMINATION OF EMPLOYMENT OR SERVICE

      (a) In the  event of the  death of an  Optionee  while  in the  employ  or
service of the Corporation or its Subsidiaries,  the option, whether or not then
exercisable, may be exercised, as provided in Section 6 hereof, by the estate of
the Optionee or by a person who  acquired  the right to exercise  such option by
bequest or  inheritance  from such  Optionee,  within one year after the date of
such  death but not  later  than the date on which the  option  would  otherwise
expire.

      (b) If the employment or service of an Optionee is terminated by reason of
disability as defined in Section  22(e)(3) of the Code, the options held by such
Optionee  may be  exercised,  whether  or not  exercisable  at the  time of such
termination,  within one year after such termination but not later than the date
on which the options would otherwise expire.

      (c) If the  employment  or service of an  Optionee is  terminated  for any
reason other than such death or disability, options held by such Optionee shall,
to the extent not theretofore exercised,  be cancelled upon such termination and
shall not thereafter be exercisable;  provided,  however, that an Optionee whose
employment is terminated  by  retirement  in accordance  with the  Corporation's
normal retirement policies, as determined by the Option Committee,  or the Board
of  Directors  with  respect  to the Option  Committee,  shall be  permitted  to
exercise  Incentive  Options,  whether  or not  exercisable  at the time of such
termination,  within three months  after the date of such  termination,  but not
later than the date on which the Incentive Options would otherwise  expire,  and
shall be permitted to exercise any options which are not  Incentive  Options not
later  than the date on which  options  would  otherwise  expire;  and  provided
further,   that  an  Optionee  whose  employment  or  service  is  voluntary  or
involuntarily  terminated  within  six  months  after a change in control of the
Corporation,  as defined in Section 5(c) hereof,  shall be permitted to exercise
options,  whether or not  exercisable  at the time of such  termination,  within
three months after the date of such  termination  but not later than the date on
which the options would otherwise expire.

      (d)  A  change  in  employment  or  service  from  the  Corporation  to  a
Subsidiary,  or vice versa,  shall not  constitute  termination of employment or
service for purposes of the Option Plan.

10.   AMENDMENT OF THE OPTION PLAN

      The Board of Directors at any time,  and from time to time,  may amend the
Option Plan, subject to any required  regulatory  approval and to the limitation
that,  except as provided in Section 8 hereof,  no amendment  shall be effective
unless  approved  by the  affirmative  vote of the  holders of a majority of the
outstanding  shares of the  Corporation at a duly held annual or special meeting
held within twelve months before or after the date of such amendment's

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adoption, where such amendment will:

      (a) Increase the number of shares of Common Stock as to which  options may
be granted under the Option Plan;

      (b)  Change in  substance  Section 4 hereof  relating  to  eligibility  to
participate in the Option Plan;

      (c) Change the minimum option price; or

      (d) Increase the maximum term of the options provided for herein.

      Except as provided in Section 8 hereof,  rights and obligations  under any
option  granted  before  amendment  of the  Option  Plan shall not be altered or
impaired by amendment of the Option Plan,  except with the consent of the person
to whom the option was granted.

11.   TERMINATION OR SUSPENSION OF OPTION PLAN

      The Board of  Directors  at any time may  terminate  or suspend the Option
Plan.  Unless sooner  terminated,  the Option Plan shall  terminate on the tenth
anniversary  of the  effective  date  specified  in Section 14 hereof,  but such
termination shall not affect any option theretofore  granted.  An option may not
be granted while the Option Plan is suspended or after it is terminated.

      Rights and  obligations  under any option granted while the Option Plan is
in effect shall not be altered nor impaired by suspension or  termination of the
Option Plan except with the consent of the Optionee. An option may be terminated
by  agreement  between  an  Optionee  and the  Corporation  and,  in lieu of the
terminated  option, a new option may be granted with an exercise price which may
be higher or lower than the exercise price of the terminated option.

12.   NONEXCLUSIVITY OF THE PLAN

      Neither the adoption of the Option Plan by the Board of Directors  nor the
submission of the Plan to the members of the  Corporation  for approval shall be
construed as creating any  limitations on the power of the Board of Directors to
adopt such other incentive  arrangements  as it may deem  desirable,  including,
without  limitation,  the  granting of stock  options  otherwise  than under the
Option Plan, and such arrangements may be either applicable generally or only in
specific cases.

13.   GOVERNMENT AND OTHER REGULATIONS

      (a) The obligation of the Corporation to sell and deliver shares of Common
Stock  under  options  granted  under the  Option  Plan  shall be subject to all
applicable  laws,  rules and regulations and the obtaining of all such approvals
by governmental  agencies as may be deemed necessary or appropriate by the Board
of Directors of the Corporation.

      (b) The  Option  Plan  shall  be  governed  by the  laws of the  State  of
Wisconsin.

      (c) The  Option  Plan is  intended  to comply  with Rule  16b-3  under the
Securities Exchange Act of 1934. Any provision inconsistent with such Rule shall
be inoperative and

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shall not affect the validity of the Option Plan.

14.   EFFECTIVE DATE OF OPTION PLAN

      The Option Plan was adopted by the Board of Directors  of the  Corporation
on February 20, 1991 and will be submitted to the Corporation's  stockholders at
the annual  meeting on April 24, 1991.  The Option Plan will be  effective  upon
approval by the Corporation's stockholders.

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