UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549
 FORM 10-Q/A
 AMENDMENT NO. 1
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For The Quarterly Period Ended March 31, 2008
 Commission File Number 0-16759
 FIRST FINANCIAL CORPORATION
  INDIANA
    
    35-1546989(State or other jurisdiction 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)One First Financial Plaza, Terre Haute, IN
    
    47807(Address of principal executive office)
    
    (Zip Code)
 (812)238-6000
 þ o
  Large accelerated filer o
    
    Accelerated filer þNon-accelerated filer o (Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




---



##### 



EXPLANATORY NOTE
REGARDING
THIS FORM 10-Q/A (Amendment No. 1)
     2




---



##### 



Part I  Financial Information
 
  
 
 March 31,
    
    
    December 31,2008
    
    
    2007(Unaudited)ASSETSCash and due from banks
    
    $
    67,926
    
    
    $
    70,082Federal funds sold and short-term investments
    
    
    41,657
    
    
    
    4,201Securities available-for-sale
    
    
    610,700
    
    
    
    558,020Loans:Commercial, financial and agricultural
    
    
    468,391
    
    
    
    461,086Real estate  construction
    
    
    25,511
    
    
    
    29,637Real estate  mortgage
    
    
    648,583
    
    
    
    673,355Installment
    
    
    268,726
    
    
    
    262,858Lease financing
    
    
    2,169
    
    
    
    2,2751,413,380
    
    
    
    1,429,211Less:Unearned income
    
    
    (208
    )
    
    
    (212
    )Allowance for loan losses
    
    
    (15,443
    )
    
    
    (15,351
    )1,397,729
    
    
    
    1,413,648Credit card loans held-for-sale
    
    
    12,544
    
    
    
    14,068Restricted Stock
    
    
    26,227
    
    
    
    28,613Accrued interest receivable
    
    
    12,450
    
    
    
    13,698Premises and equipment, net
    
    
    32,196
    
    
    
    32,632Bank-owned life insurance
    
    
    60,537
    
    
    
    59,950Goodwill
    
    
    7,102
    
    
    
    7,102Other intangible assets
    
    
    1,830
    
    
    
    1,937Other real estate owned
    
    
    2,282
    
    
    
    1,472Other assets
    
    
    25,654
    
    
    
    26,139TOTAL ASSETS
    
    $
    2,298,834
    
    
    $
    2,231,562LIABILITIES AND SHAREHOLDERS EQUITYDeposits:Noninterest-bearing
    
    $
    236,497
    
    
    $
    225,549Interest-bearing:Certificates of deposit of $100 or more
    
    
    240,578
    
    
    
    193,901Other interest-bearing deposits
    
    
    1,115,575
    
    
    
    1,110,2711,592,650
    
    
    
    1,529,721Short-term borrowings
    
    
    26,016
    
    
    
    27,331Other borrowings
    
    
    336,285
    
    
    
    341,285Other liabilities
    
    
    50,655
    
    
    
    51,533TOTAL LIABILITIES
    
    
    2,005,606
    
    
    
    1,949,870Shareholders equityCommon stock, $.125 stated value per share;Authorized shares-40,000,000Issued shares-14,450,966Outstanding shares-13,103,615 in 2008 and 13,136,359 in 2007
    
    
    1,806
    
    
    
    1,806Additional paid-in capital
    
    
    68,212
    
    
    
    68,212Retained earnings
    
    
    256,961
    
    
    
    250,011Accumulated other comprehensive income
    
    
    292
    
    
    
    (5,181
    )Treasury shares at cost-1,347,351 in 2008 and 1,314,607 in 2007
    
    
    (34,043
    )
    
    
    (33,156
    )TOTAL SHAREHOLDERS EQUITY
    
    
    293,228
    
    
    
    281,692TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    2,298,834
    
    
    $
    2,231,562
   3




---



##### 



Three Months EndedMarch 31,2008
    
    
    2007(Unaudited)
    
    
    (Unaudited)INTEREST INCOME:Loans, including related fees
    
    $
    25,776
    
    
    $
    25,652Securities:Taxable
    
    
    5,997
    
    
    
    5,612Tax-exempt
    
    
    1,597
    
    
    
    1,576Other
    
    
    917
    
    
    
    782TOTAL INTEREST INCOME
    
    
    34,287
    
    
    
    33,622INTEREST EXPENSE:Deposits
    
    
    10,217
    
    
    
    10,205Short-term borrowings
    
    
    367
    
    
    
    232Other borrowings
    
    
    4,747
    
    
    
    4,728TOTAL INTEREST EXPENSE
    
    
    15,331
    
    
    
    15,165NET INTEREST INCOME
    
    
    18,956
    
    
    
    18,457Provision for loan losses
    
    
    1,925
    
    
    
    1,690NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES
    
    
    17,031
    
    
    
    16,767NON-INTEREST INCOME:Trust and financial services
    
    
    1,119
    
    
    
    978Service charges and fees on deposit accounts
    
    
    2,792
    
    
    
    2,721Other service charges and fees
    
    
    1,394
    
    
    
    1,305Securities gains/(losses), net
    
    
    354
    
    
    
    20Insurance commissions
    
    
    1,559
    
    
    
    1,398Gain on sales of mortgage loans
    
    
    225
    
    
    
    184Other
    
    
    1,206
    
    
    
    1,541TOTAL NON-INTEREST INCOME
    
    
    8,649
    
    
    
    8,147NON-INTEREST EXPENSE:Salaries and employee benefits
    
    
    10,333
    
    
    
    9,952Occupancy expense
    
    
    1,049
    
    
    
    1,040Equipment expense
    
    
    1,113
    
    
    
    1,098Other
    
    
    3,929
    
    
    
    3,968TOTAL NON-INTEREST EXPENSE
    
    
    16,424
    
    
    
    16,058INCOME BEFORE INCOME TAXES
    
    
    9,256
    
    
    
    8,856Provision for income taxes
    
    
    2,306
    
    
    
    2,433NET INCOME
    
    $
    6,950
    
    
    $
    6,423PER SHARE DATABasic and Diluted
Earnings per share
    
    $
    .53
    
    
    $
    .48Weighted average number of shares outstanding (in thousands)
    
    
    13,123
    
    
    
    13,250
   4




---



##### 



AccumulatedOtherCommon
    
    
    Additional
    
    
    Retained
    
    
    Comprehensive
    
    
    TreasuryStock
    
    
    Capital
    
    
    Earnings
    
    
    Income/(Loss)
    
    
    Stock
    
    
    TotalBalance, January 1, 2007
    
    $
    1,806
    
    
    $
    68,003
    
    
    $
    235,967
    
    
    $
    (5,494
    )
    
    $
    (29,022
    )
    
    $
    271,260Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    6,423
    
    
    
    
    
    
    
    
    
    
    
    6,423Change in net unrealized
gains/(losses) on securities
available for-sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    421
    
    
    
    
    
    
    
    421Change in net unrealized
gains/(losses)
on retirement plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    319
    
    
    
    
    
    
    
    319Total comprehensive income/(loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,163Adoption of FIN48
    
    
    
    
    
    
    
    
    
    
    (86
    )
    
    
    
    
    
    
    
    
    
    
    (86
    )Treasury stock purchase
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,408
    )
    
    
    (1,408
    )Balance, March 31, 2007
    
    $
    1,806
    
    
    $
    68,003
    
    
    $
    242,304
    
    
    $
    (4,754
    )
    
    $
    (30,430
    )
    
    $
    276,929Balance, January 1, 2008
    
    $
    1,806
    
    
    $
    68,212
    
    
    $
    250,011
    
    
    $
    (5,181
    )
    
    $
    (33,156
    )
    
    $
    281,692Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    6,950
    
    
    
    
    
    
    
    
    
    
    
    6,950Change in net unrealized
gains/(losses) on securities
available for-sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,345
    
    
    
    
    
    
    
    5,345Change in net unrealized
gains/(losses) on retirement plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    128
    
    
    
    
    
    
    
    128Total comprehensive income/(loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,423Treasury stock purchase
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (887
    )
    
    
    (887
    )Balance, March 31, 2008
    
    $
    1,806
    
    
    $
    68,212
    
    
    $
    256,961
    
    
    $
    292
    
    
    $
    (34,043
    )
    
    $
    293,228
   5




---



##### 



Three Months EndedMarch 31,2008
    
    
    2007(Unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net Income
    
    $
    6,950
    
    
    $
    6,423Adjustments to reconcile net income to net cash
provided by operating activities:Net amortization (accretion) of premiums and discounts on investments
    
    
    (680
    )
    
    
    (638
    )Provision for loan losses
    
    
    1,925
    
    
    
    1,690Securities (gains) losses
    
    
    (354
    )
    
    
    (20
    )Gain on sale of other real estate
    
    
    (55
    )
    
    
    (44
    )Depreciation and amortization
    
    
    850
    
    
    
    903Other, net
    
    
    2,616
    
    
    
    3,547NET CASH FROM OPERATING ACTIVITIES
    
    
    11,252
    
    
    
    11,861CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from sales of securities available-for-sale
    
    
    354
    
    
    
    2,939Proceeds from sales of restricted stock
    
    
    2,387
    
    
    
    Calls, maturities and principal reductions on securities available-for-sale
    
    
    26,048
    
    
    
    22,205Purchases of securities available-for-sale
    
    
    (69,139
    )
    
    
    (28,505
    )Loans made to customers, net of repayment
    
    
    14,197
    
    
    
    (2,178
    )Proceeds from sales of other real estate owned
    
    
    566
    
    
    
    726Net change in federal funds sold
    
    
    (37,456
    )
    
    
    (33,538
    )Additions to premises and equipment
    
    
    (307
    )
    
    
    (629
    )NET CASH FROM INVESTING ACTIVITIES
    
    
    (63,350
    )
    
    
    (38,980
    )CASH FLOWS FROM FINANCING ACTIVITIES:Net change in deposits
    
    
    62,929
    
    
    
    12,606Net change in short-term borrowings
    
    
    (1,315
    )
    
    
    13,559Dividends paid
    
    
    (5,785
    )
    
    
    (5,708
    )Purchase of treasury stock
    
    
    (887
    )
    
    
    (1,408
    )Repayments on other borrowings
    
    
    (5,000
    )
    
    
    (357
    )NET CASH FROM FINANCING ACTIVITIES
    
    
    49,942
    
    
    
    18,692NET CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    (2,156
    )
    
    
    (8,427
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    70,082
    
    
    
    77,682CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    67,926
    
    
    $
    69,255
   6




---



##### 



1.
    
    Significant Accounting Policies
  2.
    
    Impaired Loans
  (000s)March 31,
    
    
    December 31,2008
    
    
    2007Impaired loans with related allowance for loan losses calculated under SFAS No. 114
    
    $
    4,831
    
    
    $
    2,203Impaired loans with no related allowance for loan losses
    
    
    
    
    
    
    $4,831
    
    
    $
    2,203
  3.
    
    Securities
  (000s)
    
    
    (000s)March 31, 2008
    
    
    December 31, 2007Amortized Cost
    
    
    Fair Value
    
    
    Amortized Cost
    
    
    Fair ValueUnited States Government entity
mortgage-backed securities
    
    $
    341,380
    
    
    $
    349,367
    
    
    $
    288,742
    
    
    $
    289,704Collateralized Mortgage Obligations
    
    
    73,851
    
    
    
    76,504
    
    
    
    76,730
    
    
    
    77,174State and Municipal Obligations
    
    
    137,052
    
    
    
    142,442
    
    
    
    142,862
    
    
    
    146,515Corporate Obligations
    
    
    37,773
    
    
    
    34,883
    
    
    
    38,010
    
    
    
    36,843Equity Securities
    
    
    4,779
    
    
    
    7,504
    
    
    
    4,721
    
    
    
    7,784$
    594,835
    
    
    $
    610,700
    
    
    $
    551,065
    
    
    $
    558,020
 4.
    
    Fair Value
  Level 1:
    
    Quoted prices (unadjusted) of identical assets or liabilities in active markets that the entity has the
ability to access as of the measurement date.Level 2:
    
    Significant other observable inputs other than Level I prices such as quoted prices for similar assets
or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be
corroborated by observable
market data.Level 3:
    
    Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions
that market participants would use in pricing an asset or liability.
  7




---



##### 



March 31, 2008Fair Value Measurements UsingLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    Carrying ValueSecurities available-for-sale (1)
    
    $
    3,444
    
    
    $
    575,423
    
    
    $
    31,833
    
    
    $
    610,700
 (1)
    
    Carried at fair value prior to the adoption of SFAS 159  Fair Value Measurements Using SignificantUnobservable Inputs (Level 3)Beginning Balance
    
    
    
    
    
    
    33,745Total gains or losses (realized/unrealized)
    
    
    
    
    
    
    (1,674
    )Purchase
    
    
    
    
    
    
    Settlements
    
    
    
    
    
    
    Paydowns and Maturities
    
    
    
    
    
    
    (238
    )Transfers into Level 3
    
    
    
    
    
    
    Ending Balance
    
    
    
    
    
    $
    31,833
   5.
    
    Short-Term Borrowings
  (000s)March 31,
    
    
    December 31,2008
    
    
    2007Federal Funds Purchased
    
    $
    5,283
    
    
    $
    3,032Repurchase Agreements
    
    
    18,706
    
    
    
    22,656Note Payable  U.S. Government
    
    
    2,027
    
    
    
    1,643$
    26,016
    
    
    $
    27,331
 6.
    
    Other Borrowings
  (000s)March 31,
    
    
    December 31,2008
    
    
    2007FHLB advances
    
    $
    329,685
    
    
    $
    334,685City of Terre Haute, Indiana economic development revenue bonds
    
    
    6,600
    
    
    
    6,600$
    336,285
    
    
    $
    341,285
  8




---



##### 



7.
    
    Components of Net Periodic Benefit Cost
 (000s)Post-RetirementPension Benefits
    
    
    Health BenefitsThree Months ended March 31,
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    758
    
    
    $
    768
    
    
    $
    31
    
    
    $
    29Interest cost
    
    
    727
    
    
    
    693
    
    
    
    60
    
    
    
    77Expected return on plan assets
    
    
    (823
    )
    
    
    (911
    )
    
    
    
    
    
    
    Amortization of transition obligation
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    15Amortization of prior service cost
    
    
    (5
    )
    
    
    (5
    )
    
    
    
    
    
    
    Amortization of net (gain) loss
    
    
    182
    
    
    
    116
    
    
    
    3
    
    
    
    43Net Periodic Benefit Cost
    
    $
    839
    
    
    $
    661
    
    
    $
    109
    
    
    $
    164
 Employer Contributions
  8.
    
    Unrecognized Tax Benefits
  9.
    
    New accounting standards
    9




---



##### 



FIRST FINANCIAL CORPORATION
(Registrant)Date: June 19, 2008
    By
    /s/ Donald E. SmithDonald E. Smith, ChairmanDate: June 19, 2008
    By
    /s/ Norman L. LoweryNorman L. Lowery, Vice Chairman and CEODate: June 19, 2008
    By
    /s/ Michael A. CartyMichael A. Carty, Treasurer and CFO  10




---



##### 



Exhibits.
 Exhibit No:
    
    Description of Exhibit:31.1
    
    
    Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended
March 31, 2008 by Principal Executive Officer, dated June 19, 200831.2
    
    
    Sarbanes-Oxley Act 302 Certification for Quarterly Report on Form 10-Q for the quarter ended
March 31, 2008 by Principal Financial Officer, dated June 19, 2008.32.1
    
    
    Certification, dated June 19, 2008, of Principal Executive Officer and Principal Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2005 on Form 10-Q for the quarter ended
March 31, 2008.
 
  11