<PAGE>

                                                                   EXHIBIT 10.10

                                 FIRST FINANCIAL

                     EXECUTIVES' DEFERRED COMPENSATION PLAN

                         EFFECTIVE DATE: JANUARY 1, 1996

<PAGE>

                                FIRST FINANCIAL
                     EXECUTIVES' DEFERRED COMPENSATION PLAN

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                     PAGE
-------                                                                     ----
<S>                                                                         <C>
      INTRODUCTION.......................................................     1

I.    DEFINITIONS........................................................     1
      1.1  Adjustment....................................................     1
      1.2  Board.........................................................     1
      1.3  Code..........................................................     1
      1.4  Committee.....................................................     1
      1.5  Company.......................................................     1
      1.6  Compensation..................................................     1
      1.7  Deferral Account..............................................     1
      1.8  Disability....................................................     2
      1.9  Effective Date................................................     2
      1.10 Employee......................................................     2
      1.11 Employer......................................................     2
      1.12 ESOP..........................................................     2
      1.13 ESOP Account..................................................     2
      1.14 Participant...................................................     2
      1.15 Participant Salary Deferral Contributions.....................     2
      1.16 Participation Agreement.......................................     2
      1.17 Plan..........................................................     2
      1.18 Plan Year.....................................................     2

II.   ELIGIBILITY AND PARTICIPATION......................................     2

III.  CONTRIBUTIONS AND ALLOCATIONS......................................     3
      3.1  Participant Salary Deferral Contributions.....................     3
      3.2  Participation Agreement.......................................     3
      3.3  Supplemental Benefit..........................................     4
      3.4  Allocation of Contributions and Adjustments...................     4

IV.   INVESTMENT OF CONTRIBUTIONS........................................     5
      4.1  Investments...................................................     5
      4.2  Unsecured Contractual Rights..................................     5
</TABLE>


                                       -i-

<PAGE>

<TABLE>
<S>                                                                         <C>
V.    DISTRIBUTIONS......................................................     5
      5.1  Time of Payment of Benefits...................................     5
      5.2  Method of Payment of Benefits.................................     6
      5.3  Benefit Payment Elections.....................................     6
      5.4  Death of the Participant and Beneficiary Designation..........     6

VI.   PLAN ADMINISTRATION................................................     7
      6.1  Administration by the Committee...............................     7
      6.2  Powers and Responsibilities of the Committee..................     7
      6.3  Liabilities...................................................     8
      6.4  Claims Procedure..............................................     8
      6.5  Income and Employment Tax Withholding.........................     9

VII.  AMENDMENT AND TERMINATION OF THE PLAN..............................    10
      7.1  Amendment of the Plan.........................................    10
      7.2  Termination of the Plan.......................................    10

VIII. MISCELLANEOUS......................................................    10
      8.1  Governing Law.................................................    10
      8.2  Headings and Gender...........................................    10
      8.3  Participant's Rights; Acquittance.............................    10
      8.4  Spendthrift Clause............................................    10
      8.5  Counterparts..................................................    10
      8.6  No Enlargement of Employment Rights...........................    10
      8.7  Limitations on Liability......................................    10
      8.8  Incapacity for Participant or Beneficiary.....................    11
      8.9  Corporate Successors..........................................    11
      8.10 Evidence......................................................    11
      8.11 Action by Employers...........................................    11
      8.12 Severability..................................................    11

      SIGNATURES.........................................................    12

</TABLE>


                                      -ii-

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                                  INTRODUCTION

     The purpose of this Plan is to permit a select group of management or
highly compensated Employees to elect to defer compensation from the Employers
without regard to the limitations imposed by the Code on the benefits which may
accrue to those Employees under the Employers' tax-qualified retirement plans
and to provide supplemental retirement benefits to help recompense the Employees
for benefits lost due to the imposition of Code limitations on tax-qualified
retirement benefits. It is the intention of the Employers that the Plan shall
constitute an unfunded arrangement maintained for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees for federal income tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended.

                                    ARTICLE I
                                   DEFINITIONS

     Whenever the initial letter of a word or phrase is capitalized herein, the
following words and phrases shall have the meanings stated below unless a
different meaning is plainly required by the context:

     1.1 "Adjustment" means the net increases and decreases in the market value
of the Deferred Account and ESOP Account of each Participant. Such increases and
decreases shall include such items as realized or unrealized investment gains
and losses, if any, and investment income, if any, and may, in the discretion of
the Committee, include expenses properly attributable to administering the Plan.

     1.2 "Board" means the Board of Directors of the Company.

     1.3 "Code" means the Internal Revenue Code, as amended.

     1.4 "Committee" means the Compensation Committee of the Company's Board of
Directors.

     1.5 "Company" means First Financial Corporation.

     1.6 "Compensation" means the Participant's total compensation from his
Employer for a calendar year, other than deferred compensation that is currently
includable in gross income, including any salary reduction Employer
contributions made on behalf of the Participant under this Plan or under a plan
which qualifies under Section 401(k) of the Code and/or Section 125 of the Code.
Compensation taken into account under the Plan shall not be limited as provided
in Section 401(a)(17) of the Code.

     1.7 "Deferral Account" means the individual bookkeeping account maintained
for each Participant in accordance with Section 3.4(a).


                                       -1-

<PAGE>

     1.8 "Disabled" or "Disability" means any disability that would qualify as a
disability under Section 22(c)(3) of the Code.

     1.9 "Effective Date" means January 1, 1996.

     1.10 "Employee" means any individual who is employed by an Employer.

     1.11 "Employer" means the Company and any other entity the Company allows
to adopt and become a co-sponsor of the Plan.

     1.12 "ESOP" means the First Financial Corporation Employee Stock Ownership
Plan, as amended from time to time.

     1.13 "ESOP Account" means the individual bookkeeping account maintained for
each Participant in accordance with Section 3.4(b).

     1.14 "Participant" means a salaried executive Employee of an Employer who
becomes a Participant pursuant to the provisions of Article II of the Plan.

     1.15 "Participant Salary Deferral Contributions" means contributions made
to the Plan pursuant to Section 3.1 by an Employer, at the election of the
Participant, in lieu of Compen-sation, under a Participation Agreement between
the Participant and an Employer. Although the term "contribution" is used for
ease of reference, credits to Participants' individual accounts under the Plan
are merely credits to a bookkeeping account.

     1.16 "Participation Agreement" means the written agreement between the
Participant and an Employer pursuant to which the Participant elects to make
Participant Salary Deferral Contributions, designates his beneficiary(ies),
elects a form of distribution and elects the time at which his benefit will be
distributed under the Plan.

     1.17 "Plan" means the deferred compensation plan embodied herein, as
amended from time to time, known as the First Financial Executives' Deferred
Compensation Plan.

     1.18 "Plan Year" means the 12-month period beginning each January 1 and
ending on the following December 31.

                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

     A member of a select group of management or highly compensated Employees is
eligible to become a Participant in the Plan provided the Employee is designated
as a Participant by the Committee in writing. A designated Employee will become
a Participant as of the later of the Effective Date or the date specified by the
Committee. A Participant may be removed as an active Participant by the
Committee effective as of any date, so that he will not be entitled to make
deferrals or receive benefit accruals under Article III on or after that date.


                                       -2-

<PAGE>

                                   ARTICLE III
                          CONTRIBUTIONS AND ALLOCATIONS

     3.1 Participant Salary Deferral Contributions.

          (a)  Salary Deferral Elections. Subject to the terms and limitations
               of this Article III, an Employer shall reduce a Participant's
               Compensation and make a Salary Deferral Contribution on behalf of
               each Participant with respect to whom a Participation Agreement
               is in effect. The Participation Agreement shall specify the
               percentage (or dollar amount) of the Participant's (i) base
               salary and/or (ii) annual bonus as is mutually agreed upon
               between the Participant and the Committee. Such percentage (or
               dollar amount) shall remain in effect thereafter until another
               percentage (or dollar amount) is agreed upon by the Participant
               and the Committee in accordance with the provisions of Section
               3.2 or until the Committee notifies the Participant that the
               Participant is no longer eligible to make contributions under
               this Section 3.1.

          (b)  Limit on Contributions. The maximum amount of a Participant's
               Compensation that may be subject to Participant Salary Deferral
               Contributions for a Plan Year shall be (i) 50% percent of the
               Participant's base salary and (ii) 100% percent of the
               Participant's annual bonuses.

     3.2 Participation Agreement.

          (a)  Requirement for Participation Agreement. As a condition to an
               Employer's and the Committee's obligation to credit Participant
               Salary Deferral Contributions for the benefit of a Participant
               pursuant to Section 3.1, the Participant must execute a
               Participation Agreement with the Committee (on such forms as
               shall be prescribed by the Committee) in which it is agreed that
               the Participant's Employer will withhold payment of a portion of
               the Participant's Compensation and shall credit such amount
               withheld to the Participant's Deferral Account at the times set
               forth in the Plan.

          (b)  Timing of Execution and Delivery of Participation Agreement. A
               Participation Agreement must be executed by the Participant and
               the Committee on or prior to the 15th day of the month preceding
               the month the Participant is entitled to receive the Compensation
               with respect to which the Participant Salary Deferral
               Contributions specified in the Participation Agreement relate.
               The Participation Agreement shall contain separate provisions for
               the deferral of base salary and annual bonuses.


                                       -3-

<PAGE>

          (c)  Modification of Participant Salary Deferral Contributions. At any
               time, a Participant and the Committee may execute and deliver an
               amended Participation Agreement which increases, decreases,
               commences or terminates Participant Salary Deferral Contributions
               which are attributable to the Participant's base salary.
               Provided, however, such amended Participation Agreement must be
               executed by the Participant and the Committee on or prior to the
               15th day of the month preceding the month the Participant is
               entitled to receive the Compensation with respect to which the
               Participant Salary Deferral Contributions specified in the
               Participation Agreement relate. A Participant and the Committee
               may also execute an amended Participation Agreement which
               increases, decreases, commences or terminates Participant Salary
               Deferral Contributions which are attributable to the
               Participant's annual bonuses. Provided, however, such amended
               Participation Agreement must be executed by the Participant and
               the Committee on or prior to the 15th day of the month preceding
               the month in which the Participant is entitled to receive the
               annual bonus.

     3.3 Supplemental Benefit. An Employer shall make a contribution to each
Participant's ESOP Account for each Plan Year in an amount equal to the amount
that would have been contributed to the ESOP, but for the limitation of Code
Section 401(a)(17), for the benefit of the Participant for the ESOP's plan year
that ends with or within that Plan Year. In addition, the Company shall make a
contribution to Norman L. Lowery's ESOP Account for the 1996 Plan Year equal to
the amount Mr. Lowery would have received under the ESOP for the 1996 plan year,
based on his compensation for that year, but for his failure to satisfy the
ESOP's minimum service entry requirement that year.

     3.4 Allocation of Contributions and Adjustments.

          (a)  Deferral Account. The Committee shall establish and maintain a
               Deferral Account in the name of each Participant, to which the
               Committee shall credit all amounts to be allocated to each
               Participant pursuant to Section 3.1 and 3.2 and from which the
               Committee shall debit all amounts paid to the Participant or his
               designated beneficiary pursuant to Article V.

          (b)  ESOP Account. The Committee shall also establish and maintain an
               ESOP account in the name of each Participant, to which the
               Committee shall credit all amounts to be allocated to each
               Participant pursuant to Section 3.3 and from which the Committee
               shall debit all amounts paid to the Participant or his designated
               beneficiary pursuant to Article V.

          (c)  Determination of Adjustments. Following the allocations made
               pursuant to the foregoing, the Committee shall determine the
               Adjustments for December 31 of each Plan Year, and on such other
               dates as the Committee deems necessary or advisable, by adding
               together all income received, and


                                       -4-

<PAGE>

               realized and unrealized gains and losses, and deducting therefrom
               all taxes, charges or expenses (unless paid separately by the
               Employers in the Committee's discretion, outside the confines of
               this Plan) and any realized and unrealized losses since the most
               recent allocation of Adjustments to Participants' Deferral and
               ESOP Accounts.

          (d)  Allocation of Adjustments. The Adjustments shall be allocated as
               of the allocation date specified in subsection (c) to the
               Deferral and ESOP Accounts of Participants who maintain a credit
               balance in their Deferral and ESOP Accounts as of such date as
               provided in Section 1.1.

                                   ARTICLE IV
                           INVESTMENT OF CONTRIBUTIONS

     4.1 Investments. All contributions under the Plan shall be credited to each
Partici-pant's Deferral Account or ESOP Account as provided in Section 3.4. The
Adjustment to each Participant's Deferral Account shall be determined by the
earnings on the investments made under the Plan through a so-called irrevocable
"rabbi" trust established and maintained by the Company to provide for the
benefits created by this Plan. The Participant may direct the trustee of the
rabbi trust to invest his Deferral Account in any investment approved by the
Committee from time to time, including whole shares of Company common stock. The
Committee may establish any rule or procedure it deems necessary or desirable
concerning the Participant's ability to direct or failure to direct the
investment of the rabbi trust funds. A Participant's ESOP Account shall be
invested in whole shares of Company common stock through the rabbi trust.
Fractional shares shall be invested in shares of Company common stock or in cash
or cash equivalents as determined from time to time by the Committee. No
provision of the Plan shall impose or be deemed to impose any obligation upon
the Employers, other than an unsecured contractual obligation to make a cash
payment to Participants and their beneficiaries in accordance with the terms of
the Plan. Benefits payable under the Plan shall be paid directly by the
Employers from their general assets to the extent not paid from the rabbi trust
established by the Company.

     4.2 Unsecured Contractual Rights. The Plan at all times shall be unfunded
and shall constitute a mere promise by the Employers to make benefit payments in
the future. Notwithstanding any other provision of this Plan, neither a
Participant nor his designated beneficiary shall have any preferred claim on, or
any beneficial ownership interest in, any assets of the Employers prior to the
time benefits are paid as provided in Article V, including any Compensation
deferred by the Participant. All rights created under this Plan shall be mere
unsecured contractual rights of the Participant against the Employers.

                                    ARTICLE V
                                  DISTRIBUTIONS

     5.1 Time of Payment of Benefits. All amounts credited to a Participant's
Deferral and ESOP Accounts, including any Adjustments credited in accordance
with Section 3.4, shall


                                       -5-

<PAGE>

be or commence to be distributed to or for the benefit of a Participant (or his
designated beneficiary) within 60 days after the date the Participant terminates
employment with all the Employers.

     5.2 Method of Payment of Benefits. The balance of a Participant's Deferral
and ESOP Accounts shall be distributed in cash or kind, as determined by the
Committee, in one of the following methods effectively elected by the
Participant in his Participation Agreement:

          (a)  A single lump sum.

          (b)  Installments payable at such monthly, quarterly, semi-annual or
               annual intervals as shall be elected by the Participant, over a
               period not in excess of 20 years.

          (c)  A combination of the methods specified in subsections (a) and
               (b).

     5.3 Benefit Payment Elections.

          (a)  In order to be effective, a Participant's election of the form(s)
               in which his benefits shall be distributed (including benefits
               which become payable as a result of the Participant's death) must
               be made by delivering a Participation Agreement or an amended
               Participation Agreement to the Committee not later than 60 days
               prior to the beginning of the Plan Year in which the Participant
               terminates employment with all of the Employers. If the
               Participant does not elect a form of distribution under Section
               5.2, or such election is not timely or properly made under this
               Section 5.3, his Employer shall pay the entire benefit in the
               form of a single lump sum.

          (b)  In the event a Participant properly elects and is eligible to
               receive his Deferral and ESOP Accounts in the form specified in
               Section 5.2(b), the Participant must specify in his written
               election the frequency of the installment distributions (i.e.,
               monthly, quarterly, semi-annual or annual) and the number of
               years over which the installments are to be distributed.

          (c)  In the event a Participant properly elects and is eligible to
               receive his Deferral and ESOP Accounts in the form specified in
               Section 5.2(c), the Participant must specify in his written
               election the percentage of each account which will be distributed
               in a single lump sum and the percentage of each account which
               will be distributed in installments, including the frequency of
               the installment distributions and the number of years over which
               such installments shall be distributed.

     5.4 Death of the Participant and Beneficiary Designation.


                                       -6-

<PAGE>

          (a)  Form and Time of Payment. In the event of a Participant's death
               prior to the time his benefits under the Plan commence to be
               distributed, the balance in his Deferral and ESOP Accounts shall
               be paid to his designated beneficiary in a single lump sum. Such
               distribution shall be made within 60 days of the date of the
               Participant's death. If the Participant dies after distribution
               of his benefits under the Plan has commenced, his remaining
               benefit, if any, shall be distributed in the same form(s) and at
               the same time(s) as such benefit was being distributed prior to
               his death, or in a single lump sum, if effectively elected by the
               Participant in his most recently filed Participation Agreement.

          (b)  Designation of Beneficiaries. The Participant may designate a
               primary and contingent beneficiary or beneficiaries on forms
               provided by the Committee, which for this purpose may include the
               Participation Agreement. Such designation may be changed at any
               time for any reason by the Participant. If the Participant fails
               to designate a beneficiary, or if such designation shall for any
               reason be illegal or ineffective, or if the designated
               beneficiary(ies) shall not survive the Participant, his benefits
               under the Plan shall be paid: (i) to his surviving spouse; (ii)
               if there is no surviving spouse, to the duly appointed and
               qualified executor or other personal representative of the
               Participant to be distributed in accordance with the
               Participant's will or applicable intestacy law; or (iii) in the
               event that there shall be no such representative duly appointed
               and qualified within 45 days after the date of death of the
               Participant, then to such persons as, at the date of his death,
               who would be entitled to share in the distribution of the
               Participant's estate under the provisions of the applicable
               statutes then in force governing the descent of intestate
               property, in the proportions specified in such statute. The
               Committee may determine the identity of the distributees, and in
               so doing may act and rely upon any information it may deem
               reliable upon reasonable inquiry, and upon any affidavit,
               certificate, or other document believed by it to be genuine, and
               upon any evidence believed by it to be sufficient.

                                   ARTICLE VI
                               PLAN ADMINISTRATION

     6.1 Administration by the Committee. The Committee shall be responsible for
administering the Plan. Except as the Company shall otherwise expressly
determine, the Committee shall be charged with the full power and the
responsibility for administering the Plan in all its details.

     6.2 Powers and Responsibilities of the Committee.

          (a)  The Committee shall have all powers necessary to administer the
               Plan, including the power to construe and interpret the Plan
               documents; to


                                       -7-

<PAGE>

               decide all questions relating to an individual's eligibility to
               participate in the Plan; to determine whether a Participant has
               actually retired; to determine the amount, manner and timing of
               any distribution of benefits or withdrawal under the Plan; to
               resolve any claim for benefits in accordance with Section 6.4,
               and to appoint or employ advisors, including legal counsel, to
               render advice with respect to any of the Committee's
               responsibilities under the Plan. Any construction,
               interpretation, or application of the Plan by the Committee shall
               be final, conclusive and binding. All actions by the Committee
               shall be taken pursuant to uniform standards applied to all
               persons similarly situated.

          (b)  Records and Reports. The Committee shall be responsible for
               maintaining sufficient records to determine each Participant's
               eligibility to participate in the Plan, and the Compensation of
               each Participant for purposes of determining the amount of
               contributions that may be made by or on behalf of the Participant
               under the Plan.

          (c)  Rules and Decisions. The Committee may adopt such rules as it
               deems necessary, desirable, or appropriate in the administration
               of the Plan. All rules and decisions of the Committee shall be
               applied uniformly and consistently to all Participants in similar
               circumstances. When making a determination or calculation, the
               Committee shall be entitled to rely upon information furnished by
               a Participant or beneficiary, the Employers or the legal counsel
               of an Employer.

          (d)  Application and Forms for Benefits. The Committee may require a
               Participant or beneficiary to complete and file with it an
               application for a benefit, and to furnish all pertinent
               information requested by it. The Committee may rely upon all such
               information so furnished to it, including the Participant's or
               beneficiary's current mailing address.

     6.3 Liabilities. The Committee shall be indemnified and held harmless by
the Employers with respect to any actual or alleged breach of responsibilities
performed or to be performed hereunder.

     6.4 Claims Procedure.

          (a)  Filing a Claim. Any Participant or Beneficiary under the Plan may
               file a written claim for a Plan benefit with the Committee or
               with a person named by the Committee to receive claims under the
               Plan.

          (b)  Notice of Denial of Claim. In the event of a denial or limitation
               of any benefit or payment due to or requested by any Participant
               or beneficiary under the Plan ("claimant"), the claimant shall be
               given a written notification containing specific reasons for the
               denial or limitation of his


                                       -8-

<PAGE>

               benefit. The written notification shall contain specific
               reference to the pertinent Plan provisions on which the denial or
               limitation of his benefit is based. In addition, it shall contain
               a description of any other material or information necessary for
               the claimant to perfect a claim, and an explanation of why such
               material or information is necessary. The notification shall
               further provide appropriate information as to the steps to be
               taken if the claimant wishes to submit his claim for review. This
               written notification shall be given to a claimant within 90 days
               after receipt of his claim by the Committee unless special
               circumstances require an extension of time for processing the
               claim. If such an extension of time for processing is required,
               written notice of the extension shall be furnished to the
               claimant prior to the termination of said 90-day period, and such
               notice shall indicate the special circumstances which make the
               postponement appropriate.

          (c)  Right of Review. In the event of a denial or limitation of his
               benefit, the claimant or his duly authorized representative shall
               be permitted to review pertinent documents and to submit to the
               Committee issues and comments in writing. In addition, the
               claimant or his duly authorized representative may make a written
               request for a full and fair review of his claim and its denial by
               the Committee; provided, however, that such written request must
               be received by the Committee (or its delegate to receive such
               requests) within 60 days after receipt by the claimant of written
               notification of the denial or limitation of the claim. The 60-day
               requirement may be waived by the Committee in appropriate cases.

          (d)  Decision on Review. A decision shall be rendered by the Committee
               within 60 days after the receipt of the request for review,
               provided that where special circumstances require an extension of
               time for processing the decision, it may be postponed on written
               notice to the claimant (prior to the expiration of the initial
               60-day period) for an additional 60 days after the receipt of
               such request for review. Any decision by the Committee shall be
               furnished to the claimant in writing and shall set forth the
               specific reasons for the decision and the specific Plan
               provisions on which the decision is based.

          (e)  Court Action. No Participant or beneficiary shall have the right
               to seek judicial review of a denial of benefits, or to bring any
               action in any court to enforce a claim for benefits prior to
               filing a claim for benefits or exhausting his rights to review
               under this Section 6.4.

     6.5 Income and Employment Tax Withholding. The Employers shall be
responsible for withholding, and the Participant shall agree to such
withholdings in his Participation Agreement from the Participant's Compensation
or from the distribution of his benefit under the Plan of all applicable
federal, state, city and local taxes.


                                       -9-

<PAGE>

                                   ARTICLE VII
                      AMENDMENT AND TERMINATION OF THE PLAN

     7.1 Amendment of the Plan. The Company shall have the right at any time to
modify, alter or amend the Plan in whole or in part.

     7.2 Termination of the Plan. The Company reserves the right at any time to
terminate the Plan or to reduce or cease benefit accruals at any time.

                                  ARTICLE VIII
                                  MISCELLANEOUS

     8.1 Governing Law. The Plan shall be construed, regulated and administered
according to the laws of the State of Indiana, except in those areas preempted
by the laws of the United States of America in which case such laws will
control.

     8.2 Headings and Gender. The headings and subheadings in the Plan have been
inserted for convenience of reference only and shall not affect the construction
of the provisions hereof. In any necessary construction the masculine shall
include the feminine and the singular the plural, and vice versa.

     8.3 Participant's Rights; Acquittance. No Participant shall acquire any
right to be retained in an Employer's employ by virtue of the Plan, nor, upon
his dismissal, or upon his voluntary termination of employment, shall he have
any right or interest in or to any Plan assets other than as specifically
provided herein.

     8.4 Spendthrift Clause. No benefit or interest available hereunder will be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment by creditors of the Participant
or the Participant's designated beneficiary, either voluntarily or
involuntarily.

     8.5 Counterparts. This Plan may be executed in any number of counterparts,
each of which shall constitute but one and the same instrument and may be
sufficiently evidenced by any one counterpart.

     8.6 No Enlargement of Employment Rights. Nothing contained in the Plan
shall be construed as a contract of employment between an Employer and any
person, nor shall the Plan be deemed to give any person the right to be retained
in the employ of an Employer or limit the right of an Employer to employ or
discharge any person with or without cause, or to discipline any Employee.

     8.7 Limitations on Liability. Notwithstanding any of the preceding
provisions of the Plan, none of the Employers, the Committee and each individual
acting as an employee or agent of any of them shall be liable to any
Participant, Employee or beneficiary for any claim, loss,


                                      -10-

<PAGE>

liability or expense incurred in connection with the Plan, except when the same
shall have been judicially determined to be due to the gross negligence or
willful misconduct of such person.

     8.8 Incapacity of Participant or Beneficiary. If any person entitled to
receive a distribution under the Plan is physically or mentally incapable of
personally receiving and giving a valid receipt for any payment due (unless
prior claim therefor shall have been made by a duly qualified guardian or other
legal representative), then, unless and until claim therefor shall have been
made by a duly appointed guardian or other legal representative of such person,
the Committee may provide for such payment or any part thereof to be made to any
other person or institution then contributing toward or providing for the care
and maintenance of such person. Any such payment shall be a payment for the
account of such person and a complete discharge of any liability of the
Employers and the Plan.

     8.9 Corporate Successors. The Plan shall not be automatically terminated by
a transfer or sale of assets of the Company or by the merger or consolidation of
the Company into or with any other corporation or other entity ("Transaction"),
but the Plan shall be continued after the Transaction only if and to the extent
that the transferee, purchaser or successor entity agrees to continue the Plan.

     8.10 Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person relying
thereon considers pertinent and reliable, and signed, made or presented by the
proper party or parties.

     8.11 Action by Employer. Any action required of or permitted by an Employer
under the Plan shall be by resolution of its Board of Directors or, for the
Company, by resolution of the Board or the Committee or by a person or persons
authorized by resolution of the Board or the Committee.

     8.12 Severability. In the event any provisions of the Plan shall be held to
be illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
endorsed as if such illegal or invalid provisions had never been contained in
the Plan.


                                      -11-

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                                   SIGNATURES

     IN WITNESS WHEREOF, the Company has caused this First Financial Executives'
Deferred Compensation Plan to be executed by its officers thereunder duly
authorized, this _____day of _____________________, 1996, but effective as of
January 1, 1996.

                                        FIRST FINANCIAL CORPORATION


                                        By:
                                            ------------------------------------
                                            Donald E. Smith
                                        Its: Chairman of the Board

ATTEST:


------------------------------------
John W. Perry
Its: Secretary



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