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                                                                    Exhibit 10.2

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (the "Agreement"), entered into and effective as
of the 1st day of January, 2004 (the "Effective Date"), by and between First
Financial Bank (the "Bank") and Norman L. Lowery (the "Employee").

      WHEREAS, the Employee has heretofore been employed by the Bank as its
President and Chief Executive Officer and has performed valuable services for
the Bank; and

      WHEREAS, the Board of Directors of the Bank (the "Board") believes it is
in the best interest of the Bank to enter into this Agreement with the Employee
in order to assure continuity of management of the Bank to reinforce and
encourage the continued attention and dedication of the Employee to his assigned
duties; and

      WHEREAS, the parties desire by this writing to set forth the continuing
employment relationship between the Bank and the Employee.

      NOW, THEREFORE, in consideration of the premises contained herein and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Employee and the Bank agree as follows:

      1.    Employment. The Employee is employed as the President and Chief
Executive Officer of the Bank. The Employee shall render such administrative and
management services for the Bank as are currently rendered and as are currently
performed by persons situated in a similar executive capacity. The Employee
shall also promote, by entertainment or otherwise, as and to the extent
permitted by law, the business of the Bank. The Employee's other duties shall be
such as the Board may, from time to time, reasonably direct, including normal
duties as an officer of the Bank. During the term of this Agreement, the
Employee shall be nominated and elected to serve as a Director of the Bank or of
any successor to the Bank.

      2.    Base Compensation. The Bank agrees to pay the Employee during the
term of this Agreement a base salary at the rate of $402,139 per annum, payable
in cash not less frequently than monthly. Such base salary shall be effective
and calculated commencing as of the Effective Date. The Bank may consider and
declare from time to time increases in the base salary it pays the Employee.
Prior to a Change in Control (as hereinafter defined), the Bank may also declare
decreases in the base salary it pays the Employee if the operating results of
the Bank are significantly less favorable than those for the fiscal year ending
December 31, 2001, and the Bank makes similar decreases in the base salary it
pays to other executive officers of the Bank. After a Change in Control, the
Bank shall consider and declare salary increases in base salary based upon the
following standards:

      Inflation;

      Adjustments to the base salaries of other senior management personnel;

      Past performance of the Employee; and

      The contribution which the Employee makes to the business and profits of
the Bank during the term of this Agreement.

      3.    Bonuses. The Employee shall participate in any year end bonus
granted to other employees by the Board. The Employee shall further participate
in an equitable manner with all other senior management employees of the Bank in
any discretionary bonuses that the Board may award from time to time to the
Bank's senior management employees. No other compensation provided for in this
Agreement shall be deemed a substitute for the Employee's right to participate
in such discretionary bonuses.

      4.    Benefits.

            (a)   Participation in Retirement, Medical and Other Benefit Plans.
      During the term of this Agreement, the Employee shall be eligible to
      participate in the following benefit plans; group

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      hospitalization, disability, health, dental, sick leave, retirement,
      supplemental retirement, pension, 401(k), employee stock ownership plan,
      and all other present or future qualified and/or nonqualified plans
      provided by the Bank generally, or to executive officers of the Bank,
      which benefits, taken as a whole, must be at least as favorable as those
      in effect on the Effective Date, unless the continued operation of such
      plans or changes in the accounting, legal or tax treatment of such plans
      would adversely affect the Bank's operating results or financial condition
      in a material way, and the Board concludes that modifications to such
      plans are necessary to avoid such adverse effects and such modifications
      apply consistently to all employees of the Bank participating in the
      affected plans. In addition, the Employee shall be eligible to participate
      in any fringe benefits which are or may become available to the Bank's
      senior management employees, including, for example, any stock option or
      incentive compensation (including, but not limited to the First Financial
      Corporation 2001 Long-Term Incentive Plan ("LTIP")) or performance-based
      plans, any insurance programs (including, but not limited to, any group
      and executive life insurance programs), and any other benefits which are
      commensurate with the responsibilities and functions to be performed by
      the Employee under this Agreement. All the employee benefits referenced in
      this Section 4(a) are collectively referred to hereinafter as "Employee
      Benefits."

            (b)   Benefits After Retirement. Upon retirement of the Employee
      during the term of this Agreement, the Bank agrees to continue, at no
      greater cost to Employee than is generally allocated to all employees,
      full coverage for the Employee, his spouse and his children living in his
      household under the health, life and disability plans as adopted by the
      Bank which shall be no less favorable than those in effect on the
      Effective Date of this Agreement. The Bank agrees to continue such health
      coverage until both the Employee and his spouse are eligible for coverage
      by Medicare. When both the Employee and his spouse become eligible for
      Medicare coverage, the Bank agrees to pay for supplemental coverage for
      both the Employee and his spouse until the death of the Employee and his
      spouse. The Employee shall be entitled to a life insurance policy on his
      life in the maximum amount established by the group life insurance plan
      from time to time which amount shall be no less than the limit on the
      Effective Date of three times his annual salary (subject to a $350,000
      maximum), provided at the Bank's cost. The Employee shall also be entitled
      to a life insurance policy on his life in the amount established by the
      Bank's insurance program for executive officers from time to time. The
      Bank shall continue to pay to the Employee the annual premiums, which are
      required to keep the life insurance policy in force, on behalf of the
      Employee pursuant to the Bank's insurance program for executive officers.

            (c)   Expenses and Membership. The Employee shall be reimbursed for
      all reasonable out-of-pocket business expenses which he shall incur in
      connection with his services under this Agreement, upon substantiation of
      such expenses in accordance with the policies of the Bank. In addition,
      the Employee shall be reimbursed for all reasonable out-of-pocket expenses
      incurred by him to satisfy his continuing legal education requirements for
      his license to practice law in the State of Indiana. So long as the
      Employee is employed by the Bank pursuant to this Agreement, the Employee
      shall be entitled to continue his memberships in the American, Indiana and
      Terre Haute Bar Associations, the American and Indiana Trial Lawyers
      Associations and the Country Club of Terre Haute, and Bank shall continue
      to pay or reimburse the Employee for the dues and assessments for such
      memberships.

            (d)   Automobile. So long as the Employee is employed by the Bank
      pursuant to this Agreement, the Employee shall be entitled to continue to
      use a Bank-owned automobile of commensurate quality and value as that
      presently used by him on the same terms and conditions in effect with
      respect to such use on the Effective Date of this Agreement. The Bank
      shall provide and pay the premiums for full insurance coverage on the
      automobile. Such insurance coverage shall be no less than the coverage
      provided on the Effective Date of this Agreement. The Bank shall also pay
      for the cost of maintenance and repair of the automobile. All benefits
      referenced in this Section 4(d) are collectively referred to hereinafter
      as "Automobile Benefits."

            (e)   Vacation, Sick Leave and Disability. The Employee shall be
      entitled to thirty (30) days vacation annually and shall be entitled to
      the same sick leave and disability leave as other employees of the Bank.

            The Employee shall not receive any additional compensation from the
      Bank on account of his failure to take a vacation or sick leave, and the
      Employee shall not accumulate unused vacation or sick leave from one
      fiscal year to the next, except in either case to the extent authorized by
      the Board or permitted for other employees of the Bank.

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            In addition to the aforesaid paid vacations, the Employee shall be
      entitled, without loss of pay, to absent himself voluntarily from the
      performance of his employment with the Bank for such additional periods of
      time and for such valid and legitimate reasons as the Board may in its
      discretion determine and to attend the continuing legal education seminars
      contemplated by Section 4(c) hereof. Further, the Board may grant to the
      Employee a leave or leaves of absence, with or without pay, at such time
      or times and upon such terms and conditions as such Board in its
      discretion may determine.

            (f)   Other Policies. All other matters relating to the employment
      of the Employee by the Bank not specifically addressed in this Agreement
      shall be subject to the general policies regarding employees of the Bank
      as in effect from time to time.

      5.    Term of Employment. The Bank hereby employs the Employee, and the
Employee hereby accepts such employment under the terms of this Agreement, for
the period commencing on the Effective Date and ending sixty months thereafter
(or such earlier date as is determined in accordance with Section 8).
Additionally, on each annual anniversary date from the Effective Date, the
Employee's term of employment shall be extended for an additional one-year
period beyond the then effective expiration date, provided the Board determines
in a duly adopted resolution that this Agreement shall be extended. Only those
members of the Board who have no personal interest in this Agreement shall
discuss and vote on the approval, subsequent review and extension of this
Agreement. The initial term of this Agreement and all extensions thereof are
hereinafter referred to individually and collectively as the "Term."

      6.    Covenants.

            (a)   Loyalty.

                  (i)   During the period of his employment hereunder and except
            for illnesses, reasonable vacation periods, and reasonable leaves of
            absence, the Employee shall devote all of his full business time,
            attention, skill and efforts to the faithful performance of his
            duties hereunder; provided, however, from time to time, the Employee
            may serve on the Boards of Directors of, and hold any other offices
            or positions in, companies or organizations, and may perform legal
            services either directly or as a result of an of counsel or
            analogous position with a law firm for clients which will not
            present any conflict of interest with the Bank or any of its
            subsidiaries or affiliates, or unfavorably affect the performance of
            Employee's duties pursuant to this Agreement, or will not violate
            any applicable statute or regulation. "Full business time" is hereby
            defined as that amount of time usually devoted to like companies by
            similarly situated executive officers. During the term of his
            employment under this Agreement, the Employee shall not engage in
            any business or activity contrary to the business affairs or
            interests of the Bank, or be gainfully employed in any other
            position or job other than as provided above.

                  (ii)  Nothing contained in this Section 6 shall be deemed to
            prevent or limit the Employee's right to invest in the capital stock
            or other securities of any business dissimilar from that of the
            Bank, or, solely as a passive or minority investor, in any business.

            (b)   Nonsolicitation. The Employee hereby understands and
      acknowledges that, by virtue of his position with the Bank, he will have
      advantageous familiarity and personal contacts with the Bank's customers,
      wherever located, and the business, operations and affairs of the Bank.
      Accordingly, while the Employee is employed by the Bank, and at all
      locations for a period of one (1) year after termination of the Employee's
      employment with the Bank for any reason (whether with or without cause or
      whether by the Bank or the Employee) or the expiration of the Term, the
      Employee shall not, directly or indirectly, or individually or jointly,
      (i) solicit in any manner, seek to obtain or service the business of any
      party which is a customer of the Bank at the time of such termination or
      any party which was a customer of the Bank during the one (1) year period
      immediately preceding such termination, (ii) request or advise any
      customers or suppliers of the Bank to terminate, reduce, limit or change
      their business or relationship with the Bank, or (iii) induce, request or
      attempt to influence any employee of the Bank to terminate his employment
      with the Bank.

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            For purposes of this Agreement, the term "solicit" means any direct
      or indirect communication of any kind whatsoever, regardless of by whom
      initiated, which encourages or requests any person or entity, in any
      manner, to cease doing business with the Bank.

            (c)   Noncompetition. During the period of his employment hereunder,
      and for a period of two (2) years following the termination hereof, the
      Employee shall not, directly or indirectly:

            (i)   as owner, officer, director, stockholder, investor,
                  proprietor, organizer or otherwise, engage in the same trade
                  or business as the Bank, as conducted on the date hereof,
                  which would conflict with the interests of the Bank or in a
                  trade or business competitive with that of the Bank, which
                  would conflict with the interests of the Bank, as conducted on
                  the date hereof; or

            (ii)  offer or provide employment (whether such employment is with
                  the Employee or any other business or enterprise), either on a
                  full-time or part-time or consulting basis, to any person who
                  then currently is, or who within one (1) year prior to such
                  offer or provision of employment has been, a management-level
                  employee of the Bank. This subsection 6(c)(ii) shall only
                  apply in the event the Employee voluntarily terminates his
                  employment with the Bank.

            The restrictions contained in this paragraph upon the activities of
      the Employee following termination of employment shall be limited to the
      following geographic areas (hereinafter referred to as "Restricted
      Geographical Area"):

            (1)   Terre Haute, Indiana; and

            (2)   The thirty mile radius of Terre Haute, Indiana.

            Nothing contained in this Section 6(c) shall prevent the Employee
      from engaging in the practice of law within the Restricted Geographical
      Area. In addition, nothing contained in this Section 6(c) shall prevent or
      limit the Employee's right to invest in the capital stock or other
      securities of any business dissimilar from that of the Bank, or, solely as
      a passive or minority investor, in any business.

            If the Employee does not comply with the provisions of this Section
      6, the two (2) year period of non-competition provided herein shall be
      tolled and deemed not to run during any period(s) of noncompliance, the
      intention of the parties being to provide two (2) full years of
      non-competition by the Employee after the termination or expiration of
      this Agreement.

            (d)   Nondisclosure. The term "Confidential Information" as used
      herein shall mean any and all customer lists, computer hardware, software
      and related material, trade secrets (as defined in I.C. 24-2-3-2),
      know-how, skills, knowledge, ideas, knowledge of customer's commercial
      requirements, pricing methods, sales and marketing techniques, dealer
      relationships and agreements, financial information, intellectual
      property, codes, research, development, research and development programs,
      processes, documentation, or devices used in or pertaining to the Bank's
      business (i) which relate in any way to the Bank's business, products or
      processes; or (ii) which are discovered, conceived, developed or reduced
      to practice by the Employee, either alone or with others either during the
      Term, at the Bank's expense, or on the Bank's premises.

                  (i)   During the course of his services hereunder the Employee
            may become knowledgeable about, or become in possession of,
            Confidential Information. If such Confidential Information were to
            be divulged or become known to any competitor of the Bank or to any
            other person outside the employ of the Bank, or if the Employee were
            to consent to be employed by any competitor of the Bank or to engage
            in competition with the Bank, the Bank would be irreparably harmed.
            In addition, the Employee has or may develop relationships with the
            Bank's customers which could be used to solicit the business of such
            customers away from the Bank. The Bank and the Employee have entered
            into this Agreement to guard against such potential harm.

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                  (ii)  The Employee shall not, directly or indirectly, use any
            Confidential Information for any purpose other than the benefit of
            the Bank or communicate, deliver, exhibit or provide any
            Confidential Information to any person, firm, partnership,
            corporation, organization or entity, except as required in the
            normal course of the Employee's service as a consultant or as an
            employee of the Bank. The covenant contained in this Section 6(d)
            shall be binding upon the Employee during the Term and following the
            termination hereof until either (i) such Confidential Information
            becomes obsolete; or (ii) such Confidential Information becomes
            generally known in the Bank's trade or industry by means other than
            a breach of this covenant.

                  (iii) The Employee agrees that all Confidential Information
            and all records, documents and materials relating to such
            Confidential Information, shall be and remain the sole and exclusive
            property of the Bank.

            (e)   Remedies. The Employee agrees that the Bank will suffer
      irreparable damage and injury and will not have an adequate remedy at law
      in the event of any breach by the Employee of any provision of this
      Section 6. Accordingly, in the event the Bank seeks, under law or in
      equity, a temporary restraining order, permanent injunction or a decree of
      specific performance of the provisions of this Section 6, no bond or other
      security shall be required. The Bank shall be entitled to recover from the
      Employee, reasonable attorneys' fees and expenses incurred in any action
      wherein the Bank successfully enforces the provisions of this Section 6
      against the breach or threatened breach of those provisions by the
      Employee.

                  (i)   The Employee and the Bank acknowledge and agree that in
            the event of termination of this Agreement for any reason
            whatsoever, the Employee can obtain other engagements or employment
            of a kind and nature similar to that contemplated herein outside the
            Restricted Geographical Area and that the issuance of an injunction
            to enforce the provisions of this Section 6 will not prevent him
            from earning a livelihood.

                  (ii)  The covenants on the part of the Employee contained in
            this Section 6 are essential terms and conditions to the Bank
            entering into this Agreement, and shall be construed as independent
            of any other provision in this Agreement.

            (f)   Surrender of Records. Upon termination of the Employee's
      employment for any reason, the Employee shall immediately surrender to the
      Bank any and all computer hardware, software and related materials,
      records, notes, documents, forms, manuals, photographs, instructions,
      lists, drawings, blueprints, programs, diagrams or other written or
      printed material (including any and all copies made at any time
      whatsoever) in his possession or control which pertain to the business of
      the Bank or its affiliates including any Confidential Information in the
      Employee's personal notes, address books, calendars, rolodexes, personal
      data assistants, etc.

      7.    Standards. The Employee shall perform his duties under this
Agreement in accordance with such reasonable standards as the Board may
establish from time to time. The Bank will provide the Employee with the working
facilities and staff commensurate with his position or positions and necessary
or advisable for him to perform his duties.

      8.    Termination and Termination Pay. Subject to Section 10 hereof, the
Employee's employment hereunder may be terminated under the following
circumstances:

            (a)   Death. The Employee's employment shall terminate upon his
      death during the Term of this Agreement, in which event the Employee's
      estate or designated beneficiaries shall be entitled to receive the base
      salary, bonuses, vested rights, and Employee Benefits due the Employee
      through the last day of the calendar month in which his death occurred.
      Any benefits payable under insurance, health, retirement, bonus, incentive
      (including, but not limited to, the LTIP), performance or other plans as a
      result of the Employee's participation in such plans through such date
      shall be paid when due under those plans.

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            (b)   Disability.

                  (i)   The Bank may terminate the Employee's employment, as a
            result of the Employee's Disability, in a manner consistent with the
            Bank's and the Employee's rights and obligations under the Americans
            with Disabilities Act or other applicable state and federal laws
            concerning disability. For the purpose of this Agreement,
            "Disability" means a physical or mental condition which
            substantially limits the Employee's ability to perform the essential
            functions of his position and which results in the Employee becoming
            eligible for long-term disability benefits under the Bank's
            long-term disability plan.

                  (ii)  During any period that the Employee shall receive
            disability benefits and to the extent that the Employee shall be
            physically and mentally able to do so, he shall furnish such
            information, assistance and documents so as to assist in the
            continued ongoing business of the Bank.

                  (iii) In the event of Employee's termination of employment by
            the Bank due to Disability, the Employee shall be entitled to
            receive the base salary, bonuses, vested rights, and Employee
            Benefits due the Employee through his date of termination. Any
            benefits payable under insurance, health, retirement, bonus,
            incentive (including, but not limited to, the LTIP), performance or
            other plans as a result of Employee's participation in such plans
            through such date of termination shall be paid when due under those
            plans.

            (c)   Just Cause. The Board may, by written notice to the Employee,
      immediately terminate his employment at any time, for Just Cause. The
      Employee shall have no right to receive any base salary, bonuses or other
      Employee Benefits, except as provided by law, whatsoever for any period
      after his termination for Just Cause. However, the vested rights of the
      Employee as of his date of termination shall not be affected. Termination
      for "Just Cause" shall mean termination because of:

            An intentional act of fraud, embezzlement, theft, or personal
            dishonesty; willful misconduct, or breach of fiduciary duty
            involving personal profit by the Employee in the course of his
            employment or director service. 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 Bank;

            (ii) Intentional wrongful damage by the Employee to the business or
            property of the Bank, causing material harm to the Bank;

            (iii) Breach by the Employee of any confidentiality or
            non-disclosure agreement in effect from time to time with the Bank;

            (iv) Gross negligence or insubordination by the Employee in the
            performance of his duties;

            (v) Removal or permanent prohibition of the Employee from
            participating in the conduct of Bank's affairs by an order issued
            under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance
            Act, 12USC1818(e)(4) and (g)(1).

            Notwithstanding the foregoing, in the event of termination for
      Just Cause there shall be delivered to the Employee a copy of a resolution
      duly adopted by the affirmative vote of not less than a majority of the
      entire membership of the Board at a meeting of the Board called and held
      for that purpose (after reasonable notice to the Employee and an
      opportunity for the Employee, together with the Employee's counsel, to be
      heard before the Board), such meeting and the opportunity to be heard to
      be held prior to, or as soon as reasonably practicable following,
      termination, but in no event later than 60 days following such
      termination, finding that in the good faith opinion of the Board the
      Employee was guilty of conduct constituting Just Cause and specifying the
      particulars thereof in detail. If, following such meeting, the Employee is
      reinstated, he shall be entitled to receive the base salary, bonuses, all
      Employee Benefits, and all other fringe benefits provided for under this
      Agreement for the period following termination and continuing through
      reinstatement as though he was never terminated.

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      (d)   Without Just Cause. The Board may, by written notice to the
Employee, immediately terminate his employment at any time for a reason other
than Just Cause, in which event the Employee shall be entitled to receive the
following compensation and benefits (unless such termination occurs within the
time period set forth in Section 10(a) hereof, in which event the benefits and
compensation provided for in Section 10 shall apply):

            (i)   the base salary provided pursuant to Section 2 hereof as in
                  effect on the date of termination, through the Expiration Date
                  of this Agreement as determined pursuant to Section 5 hereof
                  (including any renewal or extension of this Agreement) (the
                  "Expiration Date");

            (ii)  an amount equal to the bonuses received by or payable to the
                  Employee in the calendar year prior to the calendar year in
                  which the Employee is terminated, for each year remaining
                  through the Expiration Date; and

            (iii) at the Employee's election, either:

                  (A)   cash in an amount equal to the cost to the Employee of
            obtaining all Employee Benefits (as defined in Section 4(a)) and
            health insurance coverage for the Employee, his spouse and child
            living in the Employee's household and medicare supplement
            insurance, and life insurance (as described in Section 4(b)),
            professional and club dues, the cost of Employee's continuing legal
            education requirements, all Automobile Benefits (as defined in
            Section 4(d)) and other benefits which the Employee would have been
            eligible to participate in or receive through the Expiration Date,
            based upon the benefit levels substantially equal to those that the
            Bank provided for the Employee at the date of termination of
            employment; or

                  (B)   continued participation in such benefit plans and
            programs listed in subparagraph A above, which the Employee would
            have been eligible to participate in or receive through the
            Expiration Date, based upon benefit levels substantially equal to
            those that the Bank provided for the Employee at the date of
            termination, but only to the extent the Employee continues to
            qualify for participation therein. In elaboration of, but not in
            limitation of, the foregoing, the Employee shall be entitled to
            receive, in cash, an amount equal to the cost to the Employee of
            obtaining any benefits he would otherwise have been eligible to
            receive under the Bank's benefit plans or programs listed in
            subparagraph A above had he continued to accrue service (for vesting
            and benefit accrual purposes) and compensation under those plans
            through the Expiration Date, if he is not permitted to continue to
            participate in those plans through the Expiration Date. The Employee
            shall also be entitled to receive an amount necessary to provide any
            cash payments received under this Section 8(d)(iii)(B) due to his
            inability to continue participation in any of the benefit plans or
            programs under this Section 8(d)(iii)(B), net of all income and
            payroll taxes that would not have been payable by the Employee had
            he been able to continue participation in the benefit plan or
            program instead of receiving cash in lieu thereof.

            Notwithstanding the foregoing, but only to the extent required under
      federal banking law, the amount payable under Subsection (d) of this
      Section 8 shall be reduced to the extent that on the date of the
      Employee's termination of employment, the present value of the benefits
      payable under Subsections (d)(i),(ii), and (iii) of this Section 8 exceed
      any limitation on severance benefits that is imposed by the Office of the
      Comptroller of the Currency (the "OCC") on such benefits.

            All amounts payable to the Employee shall be paid, at the option of
      the Employee, either (1) in periodic payments through the Expiration Date,
      or (2) in one lump sum within ten (10) days of such termination. If
      Employee elects periodic payments and he dies prior to the Expiration
      Date, those payments will continue to be paid to his estate or designated
      beneficiaries, or their successors in interest, through the Expiration
      Date.

      (e)   Voluntary for Good Reason. The Employee may voluntarily terminate
his employment under this Agreement for Good Reason, and the Employee shall
thereupon be entitled to receive the same amount payable under Section 8(d)
hereof, within thirty (30) days following his date of termination. For purposes
of this Agreement, "Good Reason" means the occurrence of any of the following
events, which has not been consented to in advance by

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the Employee in writing (unless such voluntary termination occurs within the
time period set forth in Section 10(b) hereof, in which event the benefits and
compensation provided for in Section 10 shall apply):

            (i)   the requirement that the Employee move his personal residence;

            (ii)  a reduction of 10% or more in the Employee's base salary,
      unless part of an institution-wide reduction and similar to the reduction
      in the base salary of all other executive officers of the Bank;

            (iii) the removal of the Employee from participation in any
      incentive compensation (including, but not limited to, the LTIP) or
      performance-based compensation plans or bonus plans unless the Bank
      terminates participation in the plan or plans with respect to all other
      executive officers of the Bank;

            (iv)  the failure by the Bank to continue to provide the Employee
      with the base salary, bonuses or benefits provided for under Sections
      4(a), (c), (d) and (e) of this Agreement, as the same may be increased
      from time to time, or with benefits substantially similar to those
      provided to him under those Sections or under any benefit plan or program
      in which the Employee now or hereafter becomes eligible to participate, or
      the taking of any action by the Bank which would directly or indirectly
      reduce any such benefits or deprive the Employee of any such benefit
      enjoyed by him, unless part of an institution-wide reduction and applied
      similarly to all other executive officers of the Bank;

            (v)   the assignment to the Employee of duties and responsibilities
      materially different from those normally associated with his position as
      referenced in Section 1;

            (vi)  a failure to elect or re-elect the Employee to the Board or a
      failure on the part of First Financial Corporation to honor its obligation
      to nominate Employee to the Board of Directors of First Financial
      Corporation;

            (vii) a material diminution or reduction in the Employee's
      responsibilities or authority (including reporting responsibilities) in
      connection with his employment with the Bank; or

            (viii) a material reduction in the secretarial or administrative
      support of the Employee.

            Notwithstanding the foregoing, but only to the extent required under
      federal banking law, the amount payable under Subsection (e) of this
      Section 8 shall be reduced to the extent that on the date of the
      Employee's termination of employment, the present value of the benefits
      payable under Subsections (d)(i), (ii) and (iii) of this Section 8 exceed
      any limitation on severance benefits that is imposed by the OCC on such
      benefits.

      (f)   Voluntary Termination by Employee. Subject to Section 10 hereof, the
Employee may voluntarily terminate employment with the Bank during the term of
this Agreement, upon at least ninety (90) days' prior written notice to the
Board of Directors, in which case the Employee shall receive only his base
salary, bonuses, vested rights and benefits up to the date of his termination
(unless such termination occurs pursuant to Section 10(b) hereof, in which event
the benefits, bonuses and base salary provided for in Section 10(a) shall
apply).

      (g)   Termination or Suspension Under Federal Law.

            (i)   If the Employee is removed and/or permanently prohibited from
      participating in the conduct of the Bank's affairs by an order issued
      under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act
      ("FDIA") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Bank
      under this Agreement shall terminate, as of the effective date of the
      order, but vested rights of the Employee shall not be affected.

            (ii)  If the Bank is in default (as defined in Section 3(x)(1) of
      the FDIA), all obligations under this Agreement shall terminate as of the
      date of default; but the vested rights of the Employee shall not be
      affected.

            (iii) All obligations under this Agreement shall terminate, except
      to the extent it is determined that the continuation of this Agreement is
      necessary for the continued operation of the Bank; (A) by the OCC or its
      designee, at the time that the Federal Deposit Insurance Corporation
      ("FDIC") enters into an

                                                                              22
<PAGE>

      agreement to provide assistance to or on behalf of the Bank under the
      authority contained in Section 13(c) of FDIA; or (B) by the OCC, or its
      designee, at the time that the OCC or its designee approves a supervisory
      merger to resolve problems related to operation of the Bank or when the
      Bank is determined by the OCC to be in an unsafe or unsound condition.
      Such action shall not affect any vested rights of the Employee.

            (iv)  If a notice served under Section 8(e)(3) or (g)(1) or the FDIA
      (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the
      Employee from participating in the conduct of the Bank's affairs, the
      Bank's obligations under this Agreement shall be suspended as of the date
      of such service, unless stayed by appropriate proceedings. However, the
      vested rights of the Employee as of the date of suspension will not be
      affected. If the charges in the notice are dismissed, the Bank may in its
      discretion (A) pay the Employee all or part of the compensation withheld
      while its contract obligations were suspended, and (B) reinstate (in whole
      or in part) any of its obligations which were suspended.

      9.    No Mitigation. The Employee shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Employee in any subsequent employment.

      10.   Change in Control.

      (a)   Change in Control; Involuntary Termination.

            (1)   Notwithstanding any provision herein to the contrary, if the
      Employee's employment under this Agreement is terminated by the Bank,
      without the Employee's prior written consent and for a reason other than
      Just Cause, in connection with or within twelve (12) months after a Change
      in Control, as defined in Section 10(a)(4), the Employee shall be paid the
      greater of:

                  (i)   The total amount payable under Section 8(d) hereof; or

                  (ii)  The product of 2.99 times the sum of his base salary in
                        effect as of the date of the Change in Control plus an
                        amount equal to the bonuses received by or payable to
                        the Employee in the calendar year prior to the year in
                        which the Change in Control occurs; and at the
                        Employee's election, either:

                              (A)   cash in an amount equal to the cost to the
                        Employee of obtaining all Employee Benefits (as defined
                        in Section 4(a)), medicare supplement insurance (as
                        described in Section 4(b)), professional and club dues,
                        the cost of Employee's continuing legal education
                        requirements, all Automobile Benefits (as defined in
                        Section 4(d)) and other benefits which the Employee
                        would have been eligible to participate in or receive,
                        for a period of 3 years, commencing on the date of
                        termination, or based upon the benefit levels
                        substantially equal to those that the Bank provided for
                        the Employee at the date of termination of employment;
                        or

                              (B)   continued participation in the Bank benefit
                        plans and programs listed in Section 10(a)(1)(ii)(A)
                        above, but only to the extent the Employee continues to
                        qualify for participation therein, for a period of 3
                        years, commencing on the date of termination based upon
                        benefit levels substantially equal to those that the
                        Bank provided for the Employee at the date of
                        termination. In elaboration of, but not in limitation of
                        the foregoing, the Employee shall be entitled to
                        receive, in cash, an amount equal to the cost to the
                        Employee of obtaining any benefits he would otherwise
                        have been eligible to receive under the Bank's benefit
                        plans or programs listed in Section 10(a)(1)(ii)(A)
                        above had he continued to accrue service (for vesting
                        and benefit accrual purposes) and compensation under
                        those plans for a period of three (3) years, commencing
                        on the date of termination, if he is not permitted to
                        continue to participate in those plans for the three (3)
                        year period. The Employee shall also be entitled to
                        receive under this Section 10(a)(1)(ii)(B) an amount
                        necessary

                                                                              23
<PAGE>

                        to provide any cash payments under this Section
                        10(a)(1)(ii)(B) net of all income and payroll taxes that
                        would not have been payable by the Employee had he been
                        able to continue participation in the benefit plan or
                        program instead of receiving cash in lieu thereof.

      All amounts shall be paid in one lump sum within ten (10) days of such
termination, except to the extent that the Bank is required to permit Employee's
continued participation in the Bank benefit plans and programs through the
Expiration Date or the three (3) year period, as the case may be, as permitted
by their terms.

            (2)   To the extent payments received based on the Employee's
      termination within 12 months after a Change in Control are considered
      "excess parachute payments" pursuant to the Code Section 280G, the
      provisions of "Internal Revenue Code Section 280G Gross-Up" below shall
      apply.

            (3)   Internal Revenue Code Section 280G Gross-Up.

                  (i)   Additional Payment to Account for Excise Taxes. If, as a
            result of a Change in Control, the Employee becomes entitled to the
            amount payable under Section 10(a) of this Agreement, or under any
            other benefit, compensation, or incentive plan (including, but not
            limited to, the LTIP) or arrangement of or with the Bank or First
            Financial Corporation (collectively, the Total Benefits), and if any
            part of the Total Benefits is subject to the Excise Tax under Code
            Sections 280G and 4999 (the "Excise Tax"), the Bank or First
            Financial Corporation shall pay to the Employee the following
            additional amounts, consisting of (A) a payment equal to the Excise
            Tax payable by the Employee on the Total Benefits under Code Section
            4999 (the "Excise Tax Payment"), and (B) a payment equal to the
            amount necessary to provide the Excise Tax Payment net of all
            income, payroll and excise taxes. Together, the additional amounts
            described in clauses (A) and (B) are referred to herein as the
            "Gross-Up Payments."

                  (ii)  Calculating the Excise Tax. Determination of whether any
            of the Total Benefits will be subject to the Excise Tax and the
            determination of the amount of the Excise Tax shall be made in
            accordance with the following:

                        (A)   Determination of Parachute Payments Subject to the
                  Excise Tax. Any payments or benefits received or to be
                  received by the Employee in connection with a Change in
                  Control or the Employee's termination of employment (whether
                  under the terms of this Agreement or any benefit plan or
                  arrangement with First Financial Corporation, the Bank, any
                  person whose actions result in a Change in Control or any
                  person affiliated with First Financial Corporation, the Bank
                  or such person) shall be treated as "parachute Payments"
                  within the meaning of Code Section 280G(b)(2), and all "excess
                  parachute payments" within the meaning of Code Section
                  280G(b)(1) shall be treated as subject to the Excise Tax,
                  unless in the opinion of the nationally recognized certified
                  public accounting firm, retained by the Bank or First
                  Financial Corporation as of the date immediately before the
                  change in Control (the "Accounting Firm"), such payments or
                  benefits do not constitute, in whole or in part, parachute
                  payments, or such excess parachute payments represent, in
                  whole or in part, reasonable compensation for services
                  actually rendered within the meaning of Code Section
                  280G(b)(4) or are otherwise not subject to the Excise Tax.

                        (B)   Calculation of Benefits Subject to Excise Tax. The
                  amount of the Total Benefits that shall be treated as subject
                  to the Excise Tax shall be equal to the lesser of (1) the
                  total amount of the Total Benefits reduced by the amount of
                  such Total Benefits that in the opinion of the Accounting Firm
                  are not parachute payments, or (2) the amount of excess
                  parachute payments within the meaning of Code Section
                  280G(b)(1) (after applying clause (A), above).

                        (C)   Value of Noncash Benefits and Deferred Payment.
                  The value of any noncash benefits or any deferred payment or
                  benefit shall be determined by the Accounting Firm in
                  accordance with the principles of Code Sections 280G(d)(3) and
                  (4).

                                                                              24
<PAGE>

                  (iii) Assumed Marginal Income Tax Rate. For purposes of
            determining the amount of the Gross-Up Payments, the Employee shall
            be deemed to pay federal income taxes at the highest marginal rate
            of federal income taxation in the calendar years in which the
            Gross-Up Payments are to be made and state and local income taxes at
            the highest marginal rate of taxation in the state and locality of
            the Employee's residence on the date on which such gross up payments
            are to be made, net of the reduction in federal income taxes that
            can be obtained from deduction of such state and local taxes
            (calculated by assuming that any reduction under Code Section 68 in
            the amount of itemized deductions allowable to the Employee applies
            first to reduce the amount of such state and local income taxes that
            would otherwise be deductible by the Employee, and applicable
            federal FICA and Medicare withholding taxes.)

                  (iv)  The Accounting Firm Shall Determine Whether a Gross-Up
            Payment is Required. Subject to paragraphs (i) through (iii) above,
            all determinations required to be made under paragraphs (i) through
            (viii), including whether and when a Gross-Up Payment is required,
            the amount of the Gross-Up Payment and the assumptions to be used to
            arrive at the determination (collectively, the "Determination"),
            shall be made by the Accounting Firm. The Accounting Firm shall
            provide detailed supporting calculations both to the Bank or First
            Financial Corporation and to the Employee within 15 business days
            after the Determination has been made, or such earlier time as is
            requested by the Bank, First Financial Corporation or the Employee.

                  (v)   Fees and Expenses of the Accounting Firm and Agreement
            with the Accounting Firm. All fees and expenses of the Accounting
            Firm shall be borne solely by the Bank or First Financial
            Corporation.

                  (vi)  Accounting Firm's Opinion. If the Accounting Firm
            determines that no Excise Tax is payable by the Employee, the
            Accounting Firm shall furnish the Employee with a written opinion to
            that effect, and to the effect that failure to report Excise Tax, if
            any, on the Employee's applicable federal income tax return will not
            result in the imposition of a negligence or similar penalty.

                  (vii) Accounting Firm's Determination is Binding. The
            Determination by the Accounting Firm shall be binding on the Bank,
            First Financial Corporation and the Employee.

                  (viii) Underpayment and Overpayment. Because of the
            uncertainty in determining whether any of the Total Benefits will be
            subject to the Excise Tax at the time of the Determination, it is
            possible that Gross-Up Payments that should have been made will not
            have been made by the Bank or First Financial Corporation
            ("Underpayment"), or that Gross-Up Payments will be made that should
            not have been made by the Bank or First Financial Corporation
            ("Overpayment").

                  If, after a Determination by the Accounting Firm, the Employee
            is required to make a payment of additional Excise Tax, the
            Accounting Firm shall determine the amount of the Underpayment that
            has occurred. The Underpayment (together with any interest and
            penalties imposed by the Internal Revenue Service shall be paid
            promptly by the Bank or First Financial Corporation to or for the
            benefit of the Employee.

                  If the amount of the Gross-Up Payments exceeds the amount
            necessary to reimburse the Employee for his Excise Tax, the
            Accounting Firm shall determine the amount of the Overpayment that
            has been made. The Overpayment shall be repaid promptly by the
            Employee. Provided that his expenses are reimbursed by the Bank or
            First Financial Corporation, the Employee shall cooperate with any
            reasonable requests by the Bank or First Financial Corporation in
            any contests or disputes with the Internal Revenue Service relating
            to the Excise Tax.

                  (ix)  Accounting Firm Conflict of Interest. If the Accounting
            Firm is serving as accountant or auditor for the individual, entity
            or group effecting the Change in Control, the Employee may appoint
            another nationally recognized certified public accounting firm to
            make the Determinations required hereunder (in which case the term
            "Accounting Firm" as used herein shall be deemed to refer to the
            accounting firm appointed by the Employee under this paragraph). The

                                                                              25
<PAGE>

            Bank or First Financial Corporation shall pay all fees and expenses
            of the Accounting Firm appointed by the Employee.

            (4)   "Change in Control" shall be deemed to have occurred if:

                  (i)   During any period of two consecutive years, individuals
            who constitute the Bank's or First Financial Corporation's Board of
            Directors at the beginning of the two-year period cease for any
            reason to constitute at least a majority thereof; provided, however,
            that - for purposes of this Subsection 10(4)(i) - each Director who,
            by a vote of at least two-thirds (2/3) of the Directors who were
            Directors at the beginning of the period, is first (i) nominated by
            the Bank's or First Financial Corporation's Board of Directors for
            election by stockholders, or (ii) elected to fill a vacancy on the
            respective Board of Directors, shall be deemed to have been a
            Director at the beginning of the two-year period.

                  (ii)  the Bank or First Financial Corporation transfers
            substantially all of its assets to another corporation which is not
            a wholly owned subsidiary of the Bank or First Financial
            Corporation;

                  (iii) the Bank or First Financial Corporation sells
            substantially all of the assets of a subsidiary or affiliate which,
            at the time of such sale, is the principal employer of the Employee;
            or

                  (iv)  any "person" including a "group", who as of the
            Effective Date of this Agreement owns less than 20% of the combined
            voting power of the outstanding equity securities of the Bank or
            First Financial Corporation, is or becomes the "beneficial owner,"
            directly or indirectly, of equity securities of the Bank or First
            Financial Corporation representing 20% or more of the combined
            voting power of the outstanding equity securities of the Bank or
            First Financial Corporation (with the terms in quotation marks
            having the meaning set forth in the federal securities laws); or

                  (v)   the Bank or First Financial Corporation is merged or
            consolidated with another corporation and, as a result of the merger
            or consolidation, less than fifty percent (50%) of the outstanding
            voting securities of the surviving or resulting corporation is owned
            in the aggregate by the former stockholders of the Bank or First
            Financial Corporation.

      Notwithstanding the foregoing, but only to the extent required under
federal banking law, the amount payable under Subsection(a) of this Section 10
shall be reduced to the extent that on the date of the Employee's termination of
employment, the amount payable under Subsection(a) of this Section 10 exceeds
any limitation on severance benefits that is imposed by the OCC.

      (b)   Change in Control; Voluntary Termination. Notwithstanding any other
provision of this Agreement to the contrary, the Employee may voluntarily
terminate his employment under this Agreement within twelve (12) months
following a Change in Control of the Bank or First Financial Corporation, as
defined in paragraph (a)(4) of this Section 10, and the Employee shall thereupon
be entitled to receive the payment described in Sections 10(a)(1), (2) and (3)
of this Agreement, within thirty (30) days following the occurrence of any of
the following events, which has not been consented to in advance by the Employee
in writing. However, during such thirty (30) day period, the Bank shall not
allow the Employee's participation in any Employee Benefits to lapse and shall
continue to provide the Employee with the Automobile Benefits described in
Section 4(d), reimbursement or payment of professional and club dues, and the
cost of the Employee's continuing legal education requirements.

            (i)   the requirement that the Employee perform his principal
      executive functions more than thirty (30) miles from his Terre Haute,
      Indiana office.

            (ii)  a reduction of 10% or more in the Employee's base salary as in
      effect on the date of the Change in Control or as the same may be changed
      by mutual agreement from time to time, unless part of an institution-wide
      reduction and similar to the reduction in the base salary of all other
      executive officers of the Bank;

                                                                              26
<PAGE>

            (iii) the removal of the Employee from participation in any
      incentive (including, but not limited to, the LTIP) or performance-based
      compensation plans or bonus plans unless the Bank terminates participation
      in the plan or plans with respect to all other executive officers of the
      Bank;

            (iv)  the failure by the Bank to continue to provide the Employee
      with the base salary, bonuses or benefits provided for under Sections
      4(a), (c), (d) and (e) of this Agreement, as the same may be increased
      from time to time, or with benefits substantially similar to those
      provided to him under those Sections or under any benefit plan or program
      in which the Employee now or hereafter becomes eligible to participate, or
      the taking of any action by the Bank which would directly or indirectly
      reduce any such benefits or deprive the Employee of any such benefit
      enjoyed by him, unless part of an institution-wide reduction and applied
      similarly to all other executive officers of the Bank;

            (v)   the assignment to the Employee of duties and responsibilities
      materially different from those normally associated with his position as
      referenced in Section 1;

            (vi)  a failure to elect or re-elect the Employee to the Board or a
      failure on the part of First Financial Corporation or its successor to
      honor any obligation to nominate Employee to the Board of Directors of
      First Financial Corporation or its successor;

            (vii) a material diminution or reduction in the Employee's
      responsibilities or authority (including reporting responsibilities) in
      connection with his employment with the Bank; or

            (viii) a material reduction in the secretarial or administrative
      support of the Employee.

      (c)   Compliance with 12 U.S.C. Section 1828(k). Any payments made to the
            Employee pursuant to this Agreement, or otherwise, are subject to
            and conditioned upon their compliance with 12 U.S.C. Section 1828(k)
            and any regulations promulgated thereunder.

      (d)   Trust.

            (1)   Within five business days before or after a Change in Control
      as defined in Section 10(a)(4) of this Agreement which was not approved in
      advance by a resolution of a majority of the Directors of the Bank, the
      Bank shall (i) deposit, or cause to be deposited, in a grantor trust (the
      "Trust"), designed to conform with Revenue Procedure 93-64 (or any
      successor) and having a trustee independent of the Bank, an amount equal
      to the amounts which would be payable in a lump sum under Sections
      10(a)(1), (2) and (3) hereof if those payment provisions become
      applicable, and (ii) provide the trustee of the Trust with a written
      direction to hold said amount and any investment return thereon in a
      segregated account for the benefit of the Employee, and to follow the
      procedures set forth in the next paragraph as to the payment of such
      amounts from the Trust.

            (2)   During the twelve (12) consecutive month period following the
      date on which the Bank makes the deposit referred to in the preceding
      paragraph, the Employee may provide the trustee of the Trust with a
      written notice requesting that the trustee pay to the Employee, in a
      single sum, the amount designated in the notice as being payable pursuant
      to Sections 10(a)(1), (2) and (3). Within three business days after
      receiving said notice, the trustee of the Trust shall send a copy of the
      notice to the Bank via overnight and registered mail, return receipt
      requested. On the tenth (10th) business day after mailing said notice to
      the Bank, the trustee of the Trust shall pay the Employee the amount
      designated therein in immediately available funds, unless prior thereto
      the Bank provides the trustee with a written notice directing the trustee
      to withhold such payment. In the latter event, the trustee shall submit
      the dispute, within ten (10) days of receipt of the notice from the Bank,
      to non-appealable binding arbitration for a determination of the amount
      payable to the Employee pursuant to Sections 10(a)(1), (2) and (3) hereof,
      and the party responsible for the payment of the costs of such arbitration
      (which may include any reasonable legal fees and expenses incurred by the
      Employee) shall be determined by the arbitrator. The trustee shall choose
      the arbitrator to settle the dispute, and such arbitrator shall be bound
      by the rules of the American Arbitration Association in making his or her
      determination. The Employee, the Bank and the trustee shall be bound by
      the results of the arbitration and, within three (3) days of the
      determination by the arbitrator, the trustee shall pay from the Trust the
      amounts required to be paid to the Employee and/or the Bank, and in no
      event shall the trustee be liable to either party for making the payments
      as determined by the arbitrator.

                                                                              27
<PAGE>

            (3)   Upon the earlier of (i) any payment from the Trust to the
      Employee, or (ii) the date twelve (12) months after the date on which the
      Bank makes the deposit referred to in the first paragraph of this
      subsection (d)(1), the trustee of the Trust shall pay to the Bank the
      entire balance remaining in the segregated account maintained for the
      benefit of the Employee. The Employee shall thereafter have no further
      interest in the Trust pursuant to this Agreement. However, the termination
      of the Trust shall not operate as a forfeiture or relinquishment of any of
      the Employee's rights under the terms of this Agreement. Furthermore, in
      the event of a dispute under Section 10(d)(2) above, the trustee of the
      Trust shall continue to hold, in trust, the deposit referred to in Section
      10(b)(1) until a final decision is rendered by the arbitrator pursuant to
      Section 10(b)(2) above.

      (e)   In the event that any dispute arises between the Employee and the
Bank as to the terms or interpretation of this Agreement or the obligations
thereunder, including this Section 10, whether instituted by formal legal
proceedings or submitted to arbitration pursuant to Section 10(d)(2), including
any action that the Employee takes to enforce the terms of this Section 10 or to
defend against any action taken by the Bank, the Employee shall be reimbursed
for all costs and expenses, including reasonable attorneys' fees, arising from
such dispute, proceedings or actions, provided that the Employee shall obtain a
final judgment by a court of competent jurisdiction in favor of the Employee or,
in the event of arbitration pursuant to Section 10(d)(2), a determination is
made by the arbitrator that the expenses should be paid by the Bank. Such
reimbursement shall be paid within ten (10) days of Employee's furnishing to the
Bank written evidence, which may be in the form, among other things, of a
canceled check or receipt, of any costs or expenses incurred by the Employee.

      Should the Employee fail to obtain a final judgment in favor of the
Employee and a final judgment or arbitration decision is entered in favor of the
Bank and if decided by arbitration, the arbitrator, pursuant to Section
10(d)(2), determines the Employee to be responsible for the Bank's expenses,
then the Bank shall be reimbursed for all costs and expenses, including
reasonable attorneys' fees arising from such dispute, proceedings or actions.
Such reimbursement shall be paid within ten (10) days of the Bank furnishing to
the Employee written evidence, which may be in the form, among other things, of
a canceled check or receipt, of any costs or expenses incurred by the Bank.

      11.   Stock Options. First Financial Corporation will permit the Employee
or his personal representative(s) or heirs, during a period of three months
following Employee's termination of employment by the Bank for the reasons set
forth in Subsections 8(d), 8(e), 10(a) or 10(b), to require First Financial
Corporation, upon written request, to purchase all outstanding, unexpired stock
options previously granted to the Employee under any stock option plan then in
effect to the extent the options are vested at a cash purchase price equal to
the amount by which the aggregate "fair market value" of the shares subject to
such options exceeds the aggregate option price for such shares. For purposes of
this Agreement, the term "fair market value" shall mean the higher of (a) the
average of the highest asked prices for shares in the over-the-counter market as
reported on the NASDAQ system or other exchange if the shares are traded on such
system for the 30 business days preceding such termination, or (b) the average
per share price actually paid for the most highly priced 1% of the shares
acquired in connection with the Change of Control by any person or group
acquiring such control.

      12.   Federal Income Tax Withholding. The Bank may withhold all federal
and state income or other taxes from any benefit payable under this Agreement as
shall be required pursuant to any law or governmental regulation or ruling.

      13.   Successors and Assigns.

            (a)   Bank. This Agreement shall not be assignable by the Bank,
      provided that this Agreement shall inure to the benefit of and be binding
      upon any corporate or other successor of the Bank which shall acquire,
      directly or indirectly, by merger, consolidation, purchase or otherwise,
      all or substantially all of the assets or stock of the Bank.

            (b)   Employee. Since the Bank is contracting for the unique and
      personal skills of the Employee, the Employee shall be precluded from
      assigning or delegating his rights or duties hereunder without first
      obtaining the written consent of the Bank; provided, however, that nothing
      in this paragraph shall preclude (i) the Employee from designating a
      beneficiary to receive any benefit payable hereunder upon his death, or
      (ii) the executors, administrators, or other legal representatives of the
      Employee or his estate from assigning any rights hereunder to the person
      or persons entitled thereunto.

                                                                              28
<PAGE>

            (c)   Attachment. Except as required by law, no right to receive
      payments under this Agreement shall be subject to anticipation,
      commutation, alienation, sale, assignment, encumbrance, charge, pledge, or
      hypothecation or to exclusion, attachment, levy or similar process or
      assignment by operation of law, and any attempt, voluntary or involuntary,
      to effect any such action shall be null, void and of no effect.

      14.   Amendments. No amendments or additions to this Agreement shall be
binding unless made in writing and signed by the Bank, First Financial
Corporation and the Employee, except as herein otherwise specifically provided.

      15.   Applicable Law. Except to the extent preempted by federal law, the
laws of the State of Indiana, without regard to that State's choice of law
principles, shall govern this Agreement in all respects, whether as to its
validity, construction, capacity, performance or otherwise.

      16.   Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

      17.   Entire Agreement. This Agreement, together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire Agreement between the parties hereto.

      18.   Construction. The rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement.

      19.   Headings. The headings in this Agreement have been inserted solely
for ease of reference and shall not be considered in the interpretation,
construction or enforcement of this Agreement.

      20.   Notices. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been given (a) if hand delivered, upon delivery to the party, or (b) if
mailed, two (2) days following deposit of the notice or communication with the
United States Postal Service by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:

            If to the Employee:      Norman L. Lowery
                                     93 Allendale
                                     Terre Haute, Indiana 47802

            If to the Bank:          First Financial Bank
                                     Attn:  Michael A. Carty
                                     One First Financial Plaza
                                     P.O. Box 540
                                     Terre Haute, Indiana 47808-0540

or to such other address as either party hereto may have furnished to the other
party in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.

      IN WITNESS WHEREOF, the parties have executed this Agreement on this 31st
day of March, 2004.

                                         FIRST FINANCIAL BANK

                                         /s/ Michael A. Carty
                                         -------------------------------------
                                         Michael A. Carty, Secretary/Treasurer

ATTEST
/s/ Michael E. Yeager
---------------------------
Michael E. Yeager
Title: Asst. Controller

                                         EMPLOYEE

                                         /s/ Norman L. Lowery
                                         ---------------------------
                                         Norman L. Lowery

                                                                              29
<PAGE>
The undersigned, First Financial Corporation, sole shareholder of the Bank,
agrees that if it shall be determined for any reason that any obligation on the
part of the Bank is unenforceable for any reason, First Financial Corporation
agrees to honor the terms of this Agreement and continue to make any such
payments due hereunder to Employee or to satisfy any such obligation pursuant to
the terms of this Agreement. The undersigned further agrees to nominate Employee
to the Board of Directors of First Financial Corporation during the term of this
Agreement.


ATTEST                                        FIRST FINANCIAL CORPORATION



/s/ Michael A. Carty                          /s/ Donald E. Smith
--------------------------                    ------------------------------
Michael A. Carty                              Donald E. Smith, President &
Title: Secretary                                  Chairman of the Board

Date: March 31, 2004