Our 20102011 Annual Meeting of Shareholders will be held on Wednesday, April 21, 201020, 2011 at 11:00 a.m., local time, at One First Financial Plaza, Terre Haute, Indiana. We have enclosed a copy of our 20092010 Annual Report to Shareholders for your review.

We hope you can attend the meeting. If you are unable to join us, we urge you to exercise your right as a shareholder and vote.Please mark, sign, date, and return the enclosed proxy card in the envelope provided.Your cooperation is appreciated.

ThisThe Notice of Annual Meeting of Shareholders and the Proxy Statement isare first being mailed to shareholders on or about March 25, 2010.14, 2011.

Notice is hereby given that, pursuant to the call of its Board of Directors, an Annual Meeting of Shareholders of First Financial Corporation (“Corporation”) will be held on Wednesday, April 21, 201020, 2011 at 11:00 o’clock a.m., local time, at One First Financial Plaza, Terre Haute, Indiana.

Only shareholders of record at the close of business on March 17, 20107, 2011 will be entitled to notice of and to vote at the meeting.

At the annual meeting, shareholders will act upon the matters outlined in the noticeYou are receiving a Proxy Statement because you owned shares of meeting accompanying this proxy statement, including the election of directors and the ratification of the selection of Crowe Horwath and Company LLP as the independent registered public accounting firm of theFirst Financial Corporation for the fiscal year ending December 31, 2010. In addition, the Corporation’s management will reportcommon stock on the performance of the Corporation during the fiscal year ended December 31, 2009, and respond to questions from shareholders.

All shareholders as of the record date, or their duly appointed proxies, may attend the meeting. Admission to the meeting will be on a first-come, first-admitted basis.

The presence at the meeting, in person or by proxy, of the holders of aA majority of the outstanding shares of common shares outstanding on the record date will constitutestock, present or represented by proxy, constitutes a quorum permittingfor the meeting to conduct its business.annual meeting. As of the record date, 13,129,63013,151,630 common shares of the Corporation were outstanding. Proxies received but marked as abstentions and broker non-votes“broker non-votes” (as described below) will be included in the calculation of the number of shares considered to be present at the meeting.meeting for purposes of establishing a quorum.

If you complete and properly sign the accompanying proxy card and return it to us, it will be voted as you direct. If you are a registered shareholder and attend the meeting, you may deliver your completed proxy card in person. “StreetShareholders who hold their shares in “street name” shareholdersand who wish to vote at the meeting will need to obtain a proxy form from the institution that holds their shares.

If you are a registered shareholder (that is, if you hold your shares are registered with the Corporation directly in certificate form)your name), you may only vote in person or by written proxy.

If your shares are held in “street name,”name” through a broker or other nominee, please check your proxy cardvoting instruction form or contact your broker or nominee to determine whether you will be able to vote by telephone or electronically through the Internet.

Directors will be elected by a plurality of the votes cast at the meeting. A properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether therea quorum is a quorum.present.

The affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to votefollowing proposals will be requiredapproved if the votes cast for the proposal exceed those cast against the proposal: (i) the ratification of the appointment of Crowe Horwath and Company LLP as ourthe independent registered public accounting firm. Action on any other matters to come beforefirm for the meeting must be approved by an affirmative vote of a majorityfiscal year ending December 31, 2011; (ii) the non-binding advisory approval of the shares present, in person, or by proxy.

The Corporation pays all costs of preparing, mailing and soliciting proxies. The Corporation asks brokers, banks, voting trustees and other nominees and fiduciaries to forward proxy materials to the beneficial owners and to obtain authority to execute proxies. The Corporation will reimburse the brokers, banks, voting trustees and other nominees and fiduciaries upon request. In addition, proxies may be solicited by mail, in person, or by telephone by certain of the Corporation’s officers, directors and employees, who will not be separately compensated for such activity.

If you have additional questions about this proxy statementProxy Statement or the meeting or would like additional copies of this document or our 20092010 Annual Report on Form 10-K, please contact: Rodger A. McHargue, Secretary, First Financial Corporation, One First Financial Plaza, P.O. Box 540, Terre Haute, Indiana 47808, (812) 238-6000.

The Board of Directors is currently composedcomprised of eleven (11) members. The Corporation’s Articles of Incorporation divide the Board of Directors into three classes, as nearly equal in size as possible, with one class of directors elected each year for a term extending to the third succeeding Annual Meetingannual meeting after such election. The Board believes that this Board structure provides important benefits to the Corporation and our shareholders. Primarily, this structure is designed to maintain continuity and stability and to prevent sudden disruptive changes to the Board’s composition. This ensures we have directors serving on the Board who have substantial knowledge of the Corporation which the Board believes facilitates long-term value for our shareholders.

The nominees for election as director are nominated to serve for terms to expire asat the 2014 Annual Meeting of the 2013 Annual Meeting.Shareholders. Each nominee is a current director of the Corporation. The following information is provided concerning each nominee and each incumbent director continuing in office.

During the year ended December 31, 2009,2010, the Board of Directors of the Corporation met 18 times. Each Directordirector attended more than 75% of the aggregate of (i) all meetings of the Board held while he or she was a director and (ii) all meetings of committees on which he or she served during the period that he or she served on the committee. Although the Corporation has no formal policy on director attendance at annual meetings of shareholders, they are encouraged to attend such meetings. All directors attended the 20092010 Annual Meeting of Shareholders.

The Board of Directors has established a number of committees which facilitate the administration and oversight of the Corporation. Among these committees are the Governance and Nominating, Audit and Compensation and Governance / NominatingEmployee Benefits Committees.

Governance/Governance and Nominating Committee. Members consist of Messrs.B. Guille Cox, Jr., Ronald K. Rich (Chairman) and William J. Voges. The Board of Directors has determined that Messrs. Cox, Rich and Voges are independent under the rules of the NASDAQ Global Select Market. The Governance/Governance and Nominating Committee met two times during 2010. As specified in its charter, the primary objectives of the Governance and Nominating Committee are to assist the Board of Directors by (i) developing and recommending corporate governance policies and guidelines for the Corporation and (ii) identifying and nominating persons for election to the Board of Directors and appointment to the committees of the Board. A copy of the Governance and Nominating Committee is available on the Corporation’s web site at www.first-online.com on the “Investor Relations” page under the link “Governance Documents.”

The Governance and Nominating Committee identifies director nominees through a combination of referrals, including referrals from management, existing board members and shareholders. The Governance/Governance and Nominating Committee currently does not maintain any formal criteria for selecting directors and may take into consideration such factors and criteria as it deems appropriate. However, in reviewing qualifications for prospective nominees to the Board, the Governance/Governance and Nominating Committee maygenerally will take into consideration, among other matters, the prospective nominee’s business experience, educational experience or equivalent background, stature, judgment, conflicts of interest, integrity, ethics, commitment, reputation, time available to serve, community involvement, civic-mindedness,civic mindedness, and ability to oversee the Corporation’s business and affairs. The Governance/Governance and Nominating Committee does not evaluate nominees proposed by shareholders any differently than other nominees to the Board.

Committee charter is available on the Corporation’s website at www.first-online.com on the “Investor Relations” page under the link “Governance Documents.” In addition, among other responsibilities, the Audit Committee reviews the Corporation’s operations and management, accounting functions, the adequacy and effectiveness of the internal controls and internal auditing methods and procedures. The Committee is also responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm for the Corporation. The Audit Committee had four meetings during 2009. A copy of the charter of this Committee is available on the Corporation’s website at www.first-online.com.

The Board of Directors has determined that a currenteach member of the Audit Committee is financially sophisticated under the applicable NASDAQ rules. The Board of Directors selected the members of the Audit Committee based on the Board’s determination that they are fully qualified to monitor the performance of management, the public disclosures by the Corporation of its financial condition and performance, our internal accounting operations and our independent auditors. In addition, the Audit Committee has the ability on its own to retain independent accountants or other consultants whenever it deems appropriate.

The Board of Directors has determined that the Corporation currently does not have a director who qualifies as a “financial expert” under federal securities laws. To be considered a “financial expert,” an individual’s past experience generally must include experience in the preparation or audit of comparable public company financial statements, or the supervision of someone in the preparation or audit of comparable public company financial statements. While it might be possible to recruit a person who meets these qualifications of a “financial expert,” the Board has determined that in order to fulfill all the functions of our Board and our Audit Committee, each member of our Board and our Audit Committee, including any “financial expert,” should ideally understand community banking and understand the markets in which the Corporation operates, and that it is not in the best interests of our Corporation to nominate as a director someone who does not have all the experience, attributes and qualifications we seek.

The goal of theour director compensation package is to attract and retain qualified candidates to serve on the Board of Directors. In setting compensation, the Board considers compensation levels of directors of other financial institutions of similar size. In addition, directors are compensated under2010, the 2001Compensation and 2005 Long-Term Incentive Plan, which is directly linkedEmployee Benefits Committee retained Grant Thornton LLP to Corporation performance (as described below).review and advise us with respect to our director compensation. Each director of the Corporation is also a director of First Financial Bank, N.A. (the “Bank”), the lead subsidiary bank of the Corporation, and receives directors’director fees from each of the Corporation and the Bank. During 20092010, directors received a $40,000.00 retainer from the Corporation and a $5,000.00 retainer from the Bank. During 2010, each director of the Corporation and the Bank received a fee of $750 for each board meeting attended. No changes were made to director compensation arrangements in 2009 compared to 2008.attended for the Corporation and the Bank, respectively.

Non-employee directors also receive a fee for each meeting attended of the Audit Committee of $1,000, the Compensation and Employee Benefits Committee of $1,000, the Governance/Governance and Nominating Committee of $500 and the Loan Committee of $300. Each director also received from the Bank a semi-annual director’s fee of $2,500 on July 15th and December 16th.$300. No non-employee director served as a director of any other subsidiary of the Corporation.

The table below summarizes the compensation paid by the Corporation to each non-employee Directordirector for the fiscal year ended December 31, 2009.2010.

First Financial Corporation Directors’ Deferred Compensation Plan. Directors of the Corporation and the Bank may participate in the First Financial Corporation 2005 Directors’ Deferred Compensation Plan. Under this plan, a director may defer up to $6,000 of his or her director’s fees each year over a five-year period provided that the director timely submits a deferral election to the Corporation. The amount of deferred fees is used to purchase an insurance product, which the Corporation is the beneficiary of, that funds benefit payments. An amount equal to the face amount of the policy will be paid to the director in addition to an amount equal to the tax savings the Corporation will receive by obtaining the proceeds from the policy on a tax-free basis. Payment will be made in 120 monthly installments beginning on the first day of the month after the earlier of the director’s 65th birthday or death. If the director is still a director at the end of the five-year period, then he or she will be entitled to enter into a new deferred fee agreement with the Corporation and/or the Bank. Each year from the initial date of deferral until payments begin, the Corporation accrues a non-cash expense which will equal, in the aggregate, the amount of the payments to be made to the director over the ten-year period. If a director fails for any reason, other than death, to serve as a director during the entire five-year period, or the director fails to attend at least 12 regular or special meetings each year, the amount of benefits paid will be prorated appropriately. For 2009,2010, the allocated cost of the deferred directors’ fees was $183,721.$182,877.

The Board of Directors believes that directors more effectively represent the Corporation’s shareholders, whose interests they are charged with protecting, if they are shareholders themselves. Therefore, the Board adopted director stock ownership guidelines applicable to all directors, effective January 1, 2011. Subject to limited exceptions, all directors are required to own a number of shares of the Corporation’s common stock equal in value to one times their annual Corporation 2001retainer for services as a director. Directors are expected to comply with the guidelines as soon as practicable and 2005 Long-Term Incentive Plans. Directors also may be compensated underin no event later than five years after the First Financial Corporation 2001 and 2005 Long-Term Incentive Plans, discussed under “Compensation Discussion and Analysis,” beginningdate of their initial election or appointment as a director of the Corporation. In the case of individuals who were directors on page 13. Under these plans, after having met the minimum threshold,effective date of the guidelines, compliance is required by January 1, 2016. Additionally, directors may receive 90%, 100% or 110%not dispose of shares of Corporation stock until they have satisfied the directors’ “award amount” if the Corporation and the Bank attain certain performance goals established by the Compensation Committee. For 2009, each director earned an award of $51,200 pursuant to the 2005 Long-Term Incentive Plan, which amount represented 100% of the director “award amount” under that plan for 2009.guidelines. Nine directors currently meet these guidelines.

No memberDuring 2010 and as of the date of this Proxy Statement, none of the members of the Compensation and Employee Benefits Committee iswas or was formerlyis an officer or an employee of the Corporation, and no executive officer of the Corporation served or its subsidiaries.serves on the compensation committee or board of any company that employed or employs any member of the Corporation’s Compensation and Employee Benefits Committee or Board of Directors.

Certain family relationships exist among the directors and executive officers of the Corporation. Donald E. Smith (the Chairman of the Board and President of the Corporation) is the father of Virginia L. Smith (a director of the Corporation), and is the father-in-law of Norman L. Lowery (the Vice Chairman and Chief Executive Officer of the Corporation) and the grandfather of Norman D. Lowery (the Chief Operating Officer of First Financial Bank N.A.). Norman D. Lowery is also the son of Norman L. Lowery. There are no arrangements or understandings between any of the directors and executive officers pursuant to which any of them have been selected for their respective positions.

Related party transactions are evaluated on a case-by-case basis in accordance with the applicable provisions of the Articles of Incorporation and the Code of Business Conduct and Ethics of the Corporation.

The provisions of the Articles of Incorporation apply to contracts or transactions between the Corporation and (i) any Director;director; or (ii) any corporation, unincorporated association, business trust, estate, partnership, trust, joint venture, individual or other legal entity in which any Directordirector has a material financial interest. The provisions of the Code of Business Conduct and Ethics apply to the Directors,directors, officers and employees of the Corporation.

The Articles of Incorporation provide that contracts or transactions between the Corporation and any of the persons described above are valid for all purposes, if the material facts of the contract or transactions and the Director’sdirector’s interest were disclosed or known to the Board of Directors, a committee of the Board of Directors with authority to act thereon, or the shareholders entitled to vote thereon, and the Board of Directors, such committee or such shareholders authorized, approved or ratified the contract or transaction.

The Code of Business Conduct and Ethics provides that Directors,directors, officers and employees of the Corporation must make business decisions for the Corporation free of conflicting influences. Such persons are expected to avoid situations that may lead to real or apparent material conflicts between such person’s self interest and their duties or responsibilities as a Director,director, officer or employee of the Corporation.

The Senior Compliance Officer is responsible for annually reaffirming compliance with this Code of Business Conduct and Ethics by the Directors,directors, officers and employees of the Corporation.

During 2009,2010, Platolene 500, Inc., an indirect subsidiary of Deep Vein Coal Company, Inc., received payments for providing fuel and services to First Financial Bank N.A. in the amount of approximately $124,229.$150,676. Donald E. Smith (the Chairman of the Board and President of the Corporation), Virginia L. Smith (the daughter of Mr. Smith and a director of the Corporation), and Sarah J. Lowery, the daughter of Mr. Smith and wife of Norman L. Lowery (the Vice Chairman and Chief Executive Officer of the Corporation), own in the aggregate greater than a 10% equity interest in Deep Vein Coal Company, Inc. and serve as the Chairman, Vice President and Chief Operating Officer and Vice President, respectively of Platolene 500, Inc.

Our Board of Directors forregularly reviews and assesses the Methodist Health Foundation in Indianapolis. He holdseffectiveness of our leadership structure and will implement any changes as it deems appropriate. Our current leadership structure is comprised of an eleven-member Board of Directors, a B.S. degree from Rose Hulman.

Our Board of Directors has an active role, as a whole and also at the committee level, in overseeing management of the Corporation’s risks. The Board regularly reviews information regarding the Corporation’s financial results, operations and liquidity, as well as the risks associated with each. The Audit Committee oversees management of the Corporation’s financial risks, including electronic versionsthe oversight of our Codeinternal audit function and potential conflicts of Business Conductinterest. The Compensation and Ethics, AuditEmployee Benefits Committee Charter, Compensationis responsible for overseeing the management of risks relating to the Corporation’s executive compensation plans and arrangements. The Governance and Nominating Committee Charter and Nominating/Corporate Governance Committee Charter please contactmanages risks associated with the Secretaryindependence of the Corporation, Rodger A. McHargue, FirstBoard of Directors. The Enterprise Risk Management Committee advises and assists the Board in its oversight and management of enterprise risk. The Enterprise Risk Management Committee is comprised of Board members W. Curtis Brighton, William R. Krieble, and Ronald K. Rich. The Chief Executive Officer, the Chief Operating Officer, the Chief Financial Corporation, One First Financial Plaza, P.O. Box 540, Terre Haute, Indiana 47808, (812) 238-6000, or visit our website atwww.first-online.com.Officer, Chief Credit Officer, and the heads of Compliance, Legal, Operations, Human Resources, Loan Review, Auditing, and Information Technology are invited to attend the meetings. The Enterprise Risk Management Committee is responsible for, among other matters, coordinating risk management issues with other Board and management level committees as well as establishing and maintaining effective policies, procedures and practices for identifying, measuring and mitigating enterprise risk. The Enterprise Risk Management Committee receives regular reports from management and meets no less than quarterly to discuss matters relating to the management of the various components of enterprise risk, including credit, interest rate, liquidity, compliance, technology, transaction, reputation and strategic risks. While each committee is responsible for evaluating certain risks and overseeing the management of these risks, the entire Board of Directors is regularly informed through committee reports about such risks.

The Board of Directors has determined that a majority of the Board, including Messrs. Cox, Krieble, Rich, George, Dinkel and Voges, are independent, as independence is defined under revised listing standards of the NasdaqNASDAQ Global Select Market applicable to the Corporation.

The Corporation has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of the Corporation’s directors, officers and employees, including its principal executive officer, principal financial officer, principal accounting officer and controller. The Corporation intends to disclose any amendments to the Code of Ethics by posting such amendments on its website. In addition, any waivers of the Code of Ethics for directors or executive officers of the Corporation will be disclosed in a report on Form 8-K.8-K filed with the Securities and Exchange Commission.

Any shareholder who desires to contact the Chairman of the Board of Directors, the Presiding Independent Director, or the other members of the Board of Directors, or who desires to make a recommendation of a director candidate for consideration by the Governance/Governance and Nominating Committee, may do so electronically by sending an email to the following address: directors@ffc-in.com. Alternatively, a shareholder can contact the Chairman of the Board, Presiding Independent Director, Chairman of the Governance and Nominating Committee, or the other members of the Board by writing to: Chairman, First Financial Corporation, P.O. Box 540, Terre Haute, IN 47808. The Governance/Governance and Nominating Committee will consider any candidate submitted by a shareholder in the manner described above. Communications received electronically or in writing are distributed to the Chairman of the Board, Presiding Independent Director, Chairman of the Governance and Nominating Committee, or the other members of the Board as appropriate depending on the facts and circumstances outlined in the communication received. For example, if any complaints regarding accounting, internal accounting controls and auditing matters are received, then they will be forwarded by the Secretary to the Chairman of the Audit Committee for review.

The Compensation and Employee Benefits Committee of the Board of Directors (the “Committee”) is responsible for evaluating and establishing compensation levels and compensation programs for the Corporation’s named executive officers. The Committee has established a range of plans and programs which are intended to encourage both current year performance and long-term shareholder value, without exposing the corporationCorporation to excessive amounts of risk associated towith the financial services industry. The Committee considered all the majorconsiders material “operational” risks of the Corporation, including: credit risk, interest rate risk, liquidity risk, reputation risk, compliance risk, and transaction risk and the added potential for loss that could result from any of the compensation plans or programs provided to all employees. The Committee also charges the General Auditor with performing a risk assessment of the incentive compensation program. Upon review of these risks and the report of the General Auditor, the Compensation and Employee Benefits Committee has determined that no material adverse effect is likely to occurthe compensation arrangements and policies do not encourage excessive risk-taking.

The Compensation Committee’s executive compensation policies are designed to attract and retain highly qualified persons as named executive officers, to provide competitive levels of compensation to the named executive officers and to reward the named executive officers for satisfactory individual performance and for satisfactory performance of the Corporation as a whole. Additionally, the policies seek to provide a vehicle for the Compensation and Employee Benefits Committee to evaluate and measure the performance of the Corporation and the executives in accordance with the results of those evaluations. The individual goals established in the strategic plan and budget for the Corporation and the Bank are also utilized in setting compensation levels of the named executive officers. The Corporation seeks to achieve these objectives through a blend of both short and long-term compensation.

The compensation programs of the Corporation for its named executive officers are administered by or under the direction of the Compensation and Employee Benefits Committee of the Board of Directors and are reviewed on an annual basis to ensure that remunerationtotal compensation levels and benefits are comparable to other similarly sizedsimilarly-sized corporations with comparable performance within our industry and reasonable using the guidelines described above.are competitive. With respect to the named executive officers other than the Chairman of the Board and Chief Executive Officer, the Compensation and Employee Benefits Committee reviews and compares individual performance with respect to individual goals, area goals and Corporation goals. Because the Chairman of the Board and Chief Executive Officer have greater responsibility for the overall operations of the Corporation, the Compensation and Employee Benefits Committee reviews and compares the following with respect to their compensation:

Base salary is a fixed component of total cash compensation and is intended to reward the named executive officers for their past performance and to facilitate the attraction and retention of a skilled and experienced management team. The Compensation and Employee Benefits Committee establishes, and the Board of Directors establishesapproves, a total “pool” for salaries for each fiscal year, typically expressed as a percentage increase over the prior year’s total aggregate base salaries. Individual base salary increases for all employees, including the named executive officers, are awarded as allocations from the salary pool. In establishing the amount of the pool, the Committee and the Board of Directors considers general economic conditions (such as inflation and recessionary factors), the performance of the Corporation and the Bank and other sources of information such as third-party compensation surveys, including the Crowe Horwath Financial Institutions Compensation Survey, Amalfi Consulting, Towers Watson, Wyatt, The Conference Board, Mercer, and Culpepper Pay Trends. For 2009,

In 2010, the Compensation and Employee Benefits Committee retained Grant Thornton to confirm that total compensation for select positions was competitive. As discussed previously, Grant Thornton provided the Compensation and Employee Benefits Committee with market trend information, data and recommendations regarding the alignment of pay and performance. Grant Thornton also recommended that the base pay element of total compensation be used as the platform for the determination of total compensation. After reviewing third-party data sources and information from Grant Thornton, for 2010, the Committee established a pool of 3.75%2.75% over the prior year’s total aggregate base salaries.

The Compensation Committee does not use theany third-party data sources, including information provided by Grant Thornton, for benchmarking the size of the salary pool, the size of base salaries or any other element of compensation for the named executive officers. Rather, such sources are reviewed and considered by the Compensation Committee in order to stay abreast of current compensation practices, levels and structures and thereby better inform its compensation decisions. The Compensation Committee considers all sources of information together and utilizes its members’ experience and judgment in determining the amount of the pool for base salary increases.

More specifically, base salary for a named executive officer is determined after the officer’s performance is reviewed by the Compensation Committee. This review includes an analysis of the performance of the Corporation and the Bank and an analysis of the individual’s performance during the past fiscal year, with a focus on the officer’s goal attainment; supervisory skills; dependability; initiative; attendance; overall skill level; and overall value to the Corporation. In addition, when setting base salaries, the Compensation Committee also reviews certain third-party surveys such as the Indiana Banker’s Association Financial Institutions Compensation Survey. The Compensation Committee has not attempted to rank or otherwise assign relative weights to the factors that it considers. The Compensation Committee considers all of the factors as a whole and collectively makes its decision with respect to base salaries in light of the factors that each of the members considerconsiders important.

With respect to the determination of the base salary increase for the Chairman of the Board and the Chief Executive Officer, the Compensation Committee reviews and considers the factors above as well as the compensation levels of comparable peers in the same geographical area (generally, this consists of financial institutions in Midwestern markets with comparable demographics as the Corporation with assets between $2 billion and $5 billion).third-party data sources discussed above. With respect to the Chief Executive Officer, the Compensation Committee also considers the terms of Mr. Norman L. Lowery’s employment agreement. Specifically, prior to a Change in Control (as discussed in “Potential Payment Upon Termination or Change in Control of the Corporation” on page 27)36), the Compensation Committee may only declare decreases in the base salary awarded to Mr. Norman L. Lowery if the operating results of the Bank are significantly less favorable than those for the fiscal year ending December 31, 20012010 and the Bank makes similar decreases in the base salary it pays to other executive officers of the Bank. Additional information concerning Mr. Norman L. Lowery’s employment agreement is provided below in the narrative under “Employment Agreements.” As of this time, the Compensation Committee has never decreased Mr. Norman L. Lowery’s base salary.

Similar to the manner in which the Compensation Committee uses third-party survey data in a general manner to inform its decision with respect to the amount of the base salary pool, the Compensation Committee uses the Indiana Banker’s Association Financial Institutions Compensation Survey and other data in a general manner to inform its decisions with respect to setting the base salary of the individual named executive officers. The Compensation Committee does not benchmark the base salaries or any other element of compensation for the named executive officers against these data sources.