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First Financial Corporation
Annual Report 2008

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FY2008 Annual Report · First Financial Corporation
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FIRST  I^INANCI 

ORPORATION 
l005-0;i 

^r^lehmting 

hiiings bervices 

APR 01 2009 

SNL Financial, LC 
1-800-969-4121 

2008  ANNUAL  REPORT 

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Our Service Area 

Our  Mission 
The mission of First Financial Corporation  Is to  be the FIRST choice for all your financial needs. 

Sliareliolder  information 

•< N A S D Aq 

The common stock of First Financial Corporation  is traded on the NASDAQ 

Global under the symbol THFF  A copy of form  10-K, as filed with the Securities 

and Exchange Commission, is available upon written request to: Michael A. Carty, First Financial 

Corporation, P.O. Box 540, Terre Haute, IN 47808. 

©2009  First  Financial  Corporation 

2 0 08  A N N U AL  REPORT 

Financial Highlights 

Dollar amounts in thousands, except per share amounts 

2 0 08 

2007 

2 0 06 

December  3 1, 

FORTHEYEAR 

Net  income 

Net  income per share 

Book value per share 

Cash dividends per share 

AT YEAR  END 

Assets 

Deposits 

Loans, net 

Securities 

Shareholders' equit)^ 

NETINCOME 
in millions 

$25.6 

$ 

24,769 

$ 

25,580 

$ 

23,539 

1.89 

21.87 

.89 

1.94 

21.49 

.87 

1.77 

20.44 

.85 

$2,302,675 

$2,231,562 

$2,175,998 

1,563,498 

1,471,327 

596,915 

286,844 

1,529,721 

1,443,067 

558,020 

281,692 

1,502,682 

1,392,755 

530,400 

271,260 

DEPOSITS 
in millions 

$2000 • 

$ 1 , 5 0 2 .7 

^

'" 

* ' ' ' ' ' •' 

2006 

2007 

2008 

2006 

2007 

2008 

NET LOANS 
in millions 

SHAREHOLDERS'  EQUITIT 
in millions 

Sl,443.1-.-».™«i5ItL 

2006 

2007 

2008 

2006 

2007 

2008 

FIRST  F I N A N C I AL  C O R P O R A T I ON 

Letter to Shareholders 

To  our  Shareholders  and  Friends: 

It will  be  decades  before  our  memories  fade  of 2008  and  ofthe  collapse,  or 
near  collapse,  of many  ofthe  giants  ofthe  fmancial  world. The  news  media  are 
dominated  by stories  of bailouts  and  economic  stimulus  packages.  Locally, 
businesses  are  failing  and  we  all know  someone  who  has  lost  his or  her job.  Our 
industry  has been  hard  hit  during  the  past  year  as fmancial  institutions,  one  after 
another,  have  informed  their  constituents  of less than  satisfactory  performance, 
which  in  some  instances  threatens  their  very essence  and  brings  their  long-term 
viability  into  question.  For  many  companies,  the  only  answer  has  been  to  par 
ticipate  in  the  federal  bailout  program.  We  have  no  intention  of criticizing  the 
companies  that  elected  to  participate  because  we  have  no  particular  knowledge 
oftheir  practices  or  circumstances.  We  are happy,  however,  to  report  to  our 
shareholders  that  because  ofour  strong  capital  position  and  consistent  perfor 
mance.  First  Financial  Corporation  did  not  apply  for,  nor  did  it  accept,  any 
federal  bailout  funds. 

National and International  Recognition 

During  the  past year. First  Financial  Bank received  several recognitions  of 

Donald E. Smith 
Presicient  and  Chairman 

which  we  are  extremely  proud.  The Banker,  a London-based  banking  industry  publication,  again  named  First  Financial 
Bank  one  the  top  1,000  banks  in  the  world  and  top  200  banks  in  the  United  States  based  on  capital  levels,  return  on 
assets,  real  profits  growth  and  other  performance  factors.  Bauer  Financial  Inc.,  a leading  independent  bank  rating  firm, 
honored  First  Financial  Bank with  its  prestigious  5-Star  Rating  and  TheStreet.com  awarded  us  its  highest  "A"  rating, 
placing  First  Financial  in  the  top  four  percent  of banks  in America  based  on  financial  strength  and  stability. We  appreciate 
these  recognitions  as they are tributes  to  our  employees  and  their  dedication  to  providing  value to you,  our  shareholders. 

Financial Accomplishments 

The  news  of reckless and  greedy behavior  on  Wall  Street  may lead  some  to  believe poor  performance  was the  norm 
for  financial  institutions  in  2008. We are pleased  to  report  otherwise.  Our  talented  employees,  commitment  to  customer 
relationships,  dedication  to  outstanding  service, quality products  and  unparalleled  delivery system  paved  the way for  a 
successful  2008. Our  financial  highlights  for  the year  include: 

•  Net  income  of  $24.8  million; 

•  Record  net  interest  income  of  $81.5  million,  up  8.96%  over  2007; 

•  Record  net  interest  margin  of 4.06%,  up  from  3.57%  in  2007; 

•  A  continued  strong  capital  position; 

•  A  3.2%  increase  in  total  assets  to  $2.3  billion; 

•  A  2.2%  increase  in  total  deposits  to  $1.6  billion; 

• 

Increased  annual  dividends  for  the  20th  consecutive  year. 

First Class Customer Service 

We  remain  committed  to  our  customers  and  to  adding  value  to  their  experience.  During  2008,  we  expanded 
"First  Class  Service,"  a corporate-wide  commitment  to  provide  superior  service  that  cannot  be  easily duplicated  by 
our  competition.  We  also  instituted  a monthly  branch  shopping  program  utilizing  actual  customers.  We  know  great 
service  is determined  individually  by  customers,  one  at  a time,  so  there  is no  better  way  to  evaluate  our  service  than 
by  using  our  own  customers. We  are  happy  to  report,  based  on  these  evaluations,  each  ofour  branches  exceeded 
customer  satisfaction  goals  for  2008. 

2 0 08  A N N U AL  REPORT 

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Convenience  is  important  to  our  customers. To  further  our  commitment  to  being 

"Always  Close  to  Fiome," we  broke  ground  in  February  2009  for  our  49th  banking  center 

at  Sycamore Terrace  on Terre  Haute's  east  side. This  branch,  together  with  our  new  drive-
through  ATM  in  Riley,  Ind.,  allows  us  to  better  serve  this  developing  retail  center  and  south-
eastern  Vigo  County.  In  2008, we  also  introduced  mobile  banking,  an  extension  ofour 

internet  banking  product.  This  service, valued  by  many  ofour  younger  customers,  allows 
them  to  manage  accounts,  transfer  funds  and  pay  bills conveniently  using  their  cell  phones. 

Enhancing the Communities We Serve 

During  the  year,  hundreds  of  our  employees  contributed  thousands  of  hours  to  civic  and 
charitable  causes. As  an  engaged  community  partner,  to  assist  civic  and  charitable  organiza 
tions  in  their  fundraising  efforts,  the  Corporation  financially  supported  a variety  of  pro 
grams  and  events  that  make  a substantial  difference  in  the  regions  we  serve.  Following  are 
several  we would  like  to  highlight: 

•  For  the  past  32  years.  First  Financial  Bank  has  invited  local  not-for-profit  organizations 

Norman  L.  Lowery 
CEO  and Vice Chairman 

to  decorate  our  12 Vigo  County  banking  centers  to  celebrate  "Christmas  Around  the 
World."  Each  organization  receives  a cash  award  for  its creative  efforts.  First  originated  and 
continues  to  sponsor  "Christmas  in  the  Park,"  in  which  area  organizations  earn  cash  prizes 
for  decorating  the  picnic  shelters  in Terre  Haute's  Deming  Park.  Now  in  its  23rd  year,  the  event  has  become  a popular  holi 
day  tradition;  more  than  100,000  people  drive  through  the  park  each  December  to  see the  lighted  displays. 

•  First  Financial  Bank  has  sponsored  the  Vigo  County  School  Corporation's  Teacher  ofthe  Year Award  for  25  years. 
This  award  recognizes  a local  educator  for  exceptional  teaching  ability. The  recipient  is presented  with  a plaque,  a  Waterford 
mantle  clock  and  a cash  award  from  First  Financial  Bank  during  a program  at  his  or  her  school.  First  Financial  Corporation 
also  underwrites  the Vigo  County  School  Corporation's  annual Academic  Excellence Awards, which  honor  middle  and  high 
school  students  who  have  the  highest  grade-point  average  in  their  grade  level. 

•  First  Financial  Bank  is a key sponsor  for  the  Dancing  with  the Stars competition,  a major  fundraiser  for  C H A N C ES  for 

Indiana  Youth.  Each  year  thousands  of young  people  in  our  communities  learn  about  substance  abuse  prevention  through 
CFLANCES  programs  and  services such  as summer  day camps  and  after  school  care. The  organization  has been  recognized 
locally  and  nationally  for  its  efforts  in  tobacco,  alcohol  and  drug  abuse  prevention  for  children  and  teens. 

175 Years of Continuous Senice 

In  2009,  First  Financial  Bank  observes  its  175th  anniversary.  It  is a significant  milestone  not  only  for  our  bank  and  our 
employees,  but  also for  the  communities  we serve, where we have  forged  enduring  partnerships  that  make  them  better  places  to 
live and work. As we celebrate  our  history, we  renew our  commitment  to  the values  that  sustained  us and  that  still provide  the 
foundation  for  fiature  achievements—a  strong  focus  on  customer  service  and  a clear vision  to  help people  and  businesses  reach 
their  fmancial  goals. 

Our  longevity  and  success cannot  and  should  not  be  taken  for  granted. There  are many we  must  thank  for  our  outstanding 

performance.  First, we would  like to  thank  our  customers  for  their  loyalty and  trust. Without  them, we have  no  purpose.  We 
would  also like to  thank  our  Directors  for  their  vision  and  support.  A special  thanks  goes  to  our  dedicated  employees,  whose 
commitment  and  hard  work  are the  bedrock  ofour  success. Finally,  our  thanks  goes  to you,  our  shareholders,  for  your 
continued  support  and  confidence. 

ij^jt*^  ^ -^ 

Indianapolis,  Indiana 
March  5,  2009 

FIRST  F I N A N C I AL  CORPORATION 

Management's  Report  on  Internal  Control 
Over  Financial  Reporting 

The  management  of  First  Financial  Corporation  (the  "Corporation")  has  prepared  and  is  responsible  for  the  preparation 
and  accuracy  ofthe  consolidated  financial  statements  and  related  financial  information  included  in  the Annual  Report. 

The  management  of  the  Corporation  is  responsible  for  establishing  and  maintaining  adequate  internal  contioi  over  finan 
cial  reporting  as  defined  in  Rules  13a-15(f)  and  15d-15(f)  under  the  Securities  Exchange  Act  of  1934.  The  Corporation's 
internal  control  over  financial  reporting  is  designed  to  provide  reasonable  assurance  regarding  the  reliability  of  financial 
reporting  and  the  preparation  of  financial  statements  for  external  purposes  in  accordance  with  generally  accepted  account 
ing  principles.  The  Corporation's  internal  control  over  financial  reporting  includes  those  policies  and  procedures  that:  (i) 
pertain  to  the  maintenance  of  lecoids  that,  in  leasonable  detail,  accuiately  and  fairly  reflect  the  transactions  and  dispositions 
of  the  assets  of  the  Corporation;  (ii)  provide  reasonable  assurance  that  transactions  are  recorded  as  necessary  to  permit 
preparation  of  financial  statements  in  accoidance  with  generally  accepted  accounting  principles,  and  that  receipts  and 
expenditures  ofthe  Corporation  are  being  made  only  in  accordance  with  authoiizations  of management  and  directors  ofthe 
Corporation;  and  (iii)  provide  reasonable  assurance  regarding  prevention  or  timely  detection  of  unauthorized  acquisition, 
use  or  disposition  ofthe  Corporation's  assets  that  could  have  a material  effect  on  the  fmancial  statements. 

Because  of  its  inherent  limitations,  internal  control  over  financial  reporting  may  not  prevent  or  detect  misstatements.  Also, 
projections  ofany  evaluation  of  effectiveness  to  future  periods  are  subject  to  the  risk  that  controls  may  become  inadequate 
because  ofchanges  in  conditions,  or  that  the  degree  of compliance  with  the  policies  oi  ptocedures  may  deteriorate. 

Management  assessed  the  Corporation's  system  of  internal  control  over  financial  reporting  as  of  Decembei  3 1,  2008,  in 
relation 
to  criteria  foi  effective  internal  control  over  financial  reporting  as  described  in  "Internal  Control-Integrated 
Framework,"  issued  by  the  Committee  of  Sponsoring  Organizations  of  the  Treadway  Commission.  Based  on  this  assess 
ment,  management  concluded  that,  as ofDecember  3 1, 2008,  its  system  of  internal  control  over  financial  reporting  is  effec 
tive  and  meets  the  criteria  ofthe  "Internal  Control-Integrated  Framework." 

Crowe  Horwath  LLP,  independent  tegisteted  public  accounting  firm,  has  issued  a  report  dated  March  5,  2009  on  the 
Corporation's  internal  control  over  financial  reporting. 

Management's  Discussion  and  Analysis 

Management's  discussion  and  analysis  reviews  the  financial  condition  of  First  Financial  Corporation  at  December  31,  2008 
and  2007,  and  the  results  ofits  opeiations  fot  the  three  yeais  ended  December  31, 2008. Where  appropriate,  factors  that  may 
affect  future  financial  performance  are  also  discussed.  The  discussion  should  be  read  in  conjunction  with  the  accompanying 
consolidated  financial  statements,  related  footnotes  and  selected  financial  data. 

A  cautionary  note  about  forward-looking  statements:  In  its  oral  and  written  communication.  First  Financial  Corporation  from 
time  to  time  includes  forward-looking  statements,  within  the  meaning  ofthe  Private  Securities  Litigation  Reform  Act  of  1995. 
Such  forward-looking  statements  can  include  statements  about  estimated  cost  savings,  plans  and  objectives  foi  futuie  opera 
tions  and  expectations  about  performance,  as well  as economic  and  market  conditions  and  trends. They  often  can  be  identified 
by  the  use  of  words  such  as  "expect,"  "may,"  "could,"  "intend,"  "project,"  "estimate,"  "believe"  or  "anticipate."  First  Financial 
Corporation  may  include  forward-looking  statements  in  filings  with  the  Securities  and  Exchange  Commission,  in  other  written 
materials  such  as  this  Annual  Report  and  in  oral  statements  made  by  senioi  management  to  analysts,  investois,  representatives 
of  the  media  and  otheis.  It  is intended  that  these  fotward-looking  statements  speak  only  as of  the  date  they  are  made,  and  First 
Financial  Corporation  undertakes  no  obligation  to  update  any  forward-looking  statement  to  reflect  events  or  circumstances 
after  the  date on  which  the  forward-looking  statement  is made  or  to  reflect  the occuirence  of unanticipated  events. 

By theit  nature,  foiwaid-looking  statements  are  based  on  assumptions  and  are  subject  to  risks,  uncertainties  and  othei  factois. 
Actual  tesults  may  diffei  mateiially  from  those  contained  in  the  foiward-looking  statement.  The  discussion  in  this 
"Management's  Discussion  and  Analysis  of  Results  of  Operations  and  Financial  Condition"  lists  some  of  the  factors  which 
could  cause  actual  results  to  vary  materially  from  those  in  any  forward-looking  statements.  Other  uncertainties  which  could 
affect  Fiist  Financial  Coiporation's  futuie  peiformance  include  the  effects  of  competition,  technological  changes  and  regulatoty 
developments;  changes  in  fiscal,  monetary  and  tax  policies;  market,  economic,  operational,  liquidity,  credit  and  interest  rate 
risks  associated  with  First  Financial  Coiporation's  business;  inflation;  competition  in  the  financial  services  industiy;  changes  in 
general  economic  conditions,  either  nationally  oi  regionally,  resulting  in,  among  othei  things,  credit  quality  deterioration;  and 
changes  in  securities  markets.  Investors  should  consider  these  risks,  uncertainties  and  other  factors  in  addition  to  those  men 
tioned  by First  Financial  Corporation  in  its other  filings  from  time  to  time when  considering  any forward-looking  statement. 

9 

Management's  Discussion  and  Analysis 

2 0 08  A N N U AL  REPORT 

Fiist  Financial  Corporation  (the  Corporation)  is  a  financial  services  company.  The  Corporation,  which  is  headquartered  in 
Terre  Haute,  Ind.,  offers  a  wide  variety  of  financial  services  including  commercial,  mortgage  and  consumer  lending,  lease 
financing,  trust  account  services  and  depositor  services  through  its  three  subsidiaries.  At  the  close  of  business  in  2008  the 
Corporation  and  its subsidiaries  had  766  full-time  equivalent  employees. 

First  Financial  Bank  is  the  largest  bank  in  Vigo  County,  Ind.  It  operates  12  full-service  banking  branches  within  the  county; 
five  in  Clay  County,  Ind.;  one  in  Greene  County,  Ind.;  three  in  Knox  County,  Ind.;  five  in  Parke  County,  Ind.;  one  in 
Putnam  County,  Ind.,  five  in  Sullivan  County,  Ind.;  four  in  VermiUion  County,  Ind.;  one  in  Clark  County,  111.; one  in  Coles 
County,  111.; three  in  Crawford  County,  111.; one  in  Jasper  County,  111.; two  in  Lawrence  County,  IU.;  rwo  in  Richland 
County,  IU.; one  in  Vermilion  County,  IU.; and  one  in  Wayne  County,  111. In  addition  to  its  branches,  it  has  a  main  office  in 
downtown  Terre  Haute  and  a  50,000-square-foot  commercial  building  on  South  Third  Street  in Terre  Haute,  which  serves  as 
the  Corporation's  operations  center  and  provides  additional  office  space.  Morris  Plan  has  one  office  and  is  located  in  Vigo 
County. 

First  Financial  Bank  and  Morris  Plan  face  competition  from  other  financial  institutions. These  competitors  consist  of  com 
mercial  banks,  a  mutual  savings  bank  and  other  financial  institutions,  including  consumer  fmance  companies,  insurance 
companies,  brokerage  firms  and  credit  unions. 
The  Corporation's  business  activities  are  centered  in  west-central  Indiana  and  east-central  Illinois. The  Corporation  has  no  for 
eign  activities  othei  than  periodically  investing  available  funds  in  time  deposits  held  in  foreign  branches  of domestic  banks. 
Forrest  Sherer  Inc.  is  a  premier  regional  supplier  of  insurance,  surety  and  other  financial  products. The  Forrest  Sherer  brand  is 
well  recognized  in  the  Midwest,  with  more  than  55  professionals  and  over  87  years  of  successfiil  service  to  both  businesses  and 
households  in  their  market  area. The  agency  has  representation  agreements  with  more  than  40  regional  and  national  insuieis  to 
market  their  products  of pioperty  and  casualty  insurance,  surety  bonds,  employee  benefit  plans,  life  insurance  and  annuities. 

CRITICAL ACCOUNTING  POUCIES AND  ESTIMATES 

The  Management's  Discussion  and  Analysis  of  Financial  Condition  and  Results  of  Operations,  as well  as disclosures  found  else 
where  in  this  report  are  based  upon  First  Financial  Corporation's  consolidated  financial  statements,  which  have  been  prepared  in 
accordance  with  accounting  principles  generally  accepted  in  the  United  States  of  America.  The  preparation  of  these  financial 
statements  requires  the  Corporation  to  make  estimates  and  judgments  that  affect  the  reported  amounts  of  assets,  liabilities,  rev 
enues,  and  expenses.  Material  estimates  that  are particularly  susceptible  to  significant  change  in  the  near  term  relate  to  the  deter 
mination  of the  allowance  for  loan  losses, securities  valuation  and  goodwill. Actual  results  could  differ  from  those  estimates. 

Allowance  for  loan  losses. The  allowance  for  loan  losses  represents  management's  estimate  of  losses  inherent  in  the  existing 
loan  portfolio.  The  allowance  fot  loan  losses  is  incieased  by  the  piovision  fot  loan  losses  chaiged  to  expense  and  reduced  by 
loans  charged  off  net  ofrecoveries.  The  allowance  for  loan  losses  is determined  based  on  management's  assessment  of several 
factors:  reviews  and  evaluations  of  specific  loans,  changes  in  the  nature  and  volume  of  the  loan  portfolio,  current  economic 
conditions  and  the  related  impact  on  segments  of  the  loan  portfolio,  historical  loan  loss experience  and  the  level  of  classified 
and  nonperforming  loans. 

Loans  are  considered  impaired  if  based  on  current  information  and  events,  it  is  probable  that  the  Corporation  will  be 
unable  to  collect  the  scheduled  payments  of  principal  or  interest  according  to  the  contractual  terms  of  the  loan  agreement. 
When  a  loan  is deemed  impaired,  impairment  is  measured  by using  the  fair  value  of  underlying  collateral,  the  present  value 
of  the  future  cash  flows  discounted  at  the  effective  interest  rate  stipulated  in  the  loan  agreement,  or  the  estimated  market 
value  of  the  loan.  In  measuring  the  fair  value  of  the  collateral,  management  uses  assumptions  (e.g.,  discount  late)  and 
methodologies  (e.g.,  comparison  to  the  recent  selling  price  of  similar  assets)  consistent  with  those  that  would  be  utilized  by 
unrelated  third  parties. 

Changes  in  the  financial  condition  oflndividual  boiioweis,  economic  conditions,  histoiical  loss expeiience,  oi  the  condition 
of  the  various  markets  in  which  collateral  may  be  sold  may  affect  the  required  level  of  the  allowance  for  loan  losses  and  the 
associated  provision  for  loan  losses.  Should  cash  flow  assumptions  or  market  conditions  change,  a different  amount  may  be 
recorded  for  the  allowance  for  loan  losses and  the  associated  provision  for  loan  losses. 

Securities  valuation.  Securities  available-for-sale  are  carried  at  fair  value,  with  unrealized  holding  gains  and  losses  reported 
separately  in  accumulated  othet  comprehensive  income  (loss),  net  of  tax.  The  Corporation  obtains  market  values  from  a 
third  party  on  a monthly  basis  in  order  to  adjust  the  securities  to  fail  value.  Equity  securities  that  do  not  have  readily  deter 
minable  fair  values  are carried  at  cost. Additionally,  all securities  are  required  to  be written  down  to  fair  value when  a  decline 
in  fair  value  is other  than  temporary;  therefore,  future  changes  in  the  fair  value  of  securities  could  have  a  significant  impact 
on  the  Corporation's  operating  results.  In  deteimining  whether  a market  value  decline  is other  than  temporary,  management 
considers  the  reason  for  the  decline,  the extent  of the  decline  and  the  duration  of the  decline. 

Changes  in  credit  latings,  financial  condition  of  underlying  debtors,  default  experience  and  market  liquidity  aflfect  the  con 
clusions  on  whether  securities  are  other-than-temporarily  impaired.  Additional  losses  may  be  recorded  through  earnings  for 
other  than  temporary  impairment,  should  there  be an  adverse  change  in  the expected  cash  flows  foi  these  investments. 

Results  ofoperations  —  Summary  for  2008 

FIRST  F I N A N C I AL  CORPORATION 

GoodwUl. The  canying  value  of goodwill  requites  management  to  use estimates  and  assumptions  about  the  fait  value  of 
the  repotting  unit  compared  to  its book value.  An  impairment  analysis is prepared  on  an  annual  basis. Fair values  ofthe 
reporting  units  are  determined  by an  analysis  which  considers  cash  flows  streams,  profitability  and  estimated  maiket  val 
ues ofthe  reporting  unit. The  majority  ofthe  Corporation's  goodwill  is recorded  at  Foiest  Sheier,  Inc. 

Management  believes  the  accounting  estimates  related  to  the  allowance  for  loan  losses,  valuation  of  investment  securities 
and  the  valuation  of  goodwill  ate  "critical  accounting  estimates"  because:  (1)  the  estimates  are  highly  susceptible  to  change 
from  period  to  period  because  they  require  management  to  make  assumptions  concerning,  among  other  factors,  the 
changes  in  the  types  and  volumes  ofthe  poitfolios,  valuation  assumptions,  and  economic  conditions,  and  (2)  the  impact  of 
lecognizing  an  impairment  or  loan  loss  could  have  a  material  effect  on  the  Corporation's  assets  reported  on  the  balance 
sheet  as well as net  income. 

Net  income  foi  2008  was  $24.8  million,  or  $1.89  per  share. This  represents  a  3.2%  deciease  in  net  income  and  a  2.6% 
decrease  in  earnings  per  share,  compared  to  2007.  Return  on  assets  at  Decembei  3 1, 2008  decreased  6.0%  to  1.09%  com-
paied  to  1.16%  at  Decembei  31, 2007. 

NET  INTEREST  INCOME 

T he  piincipal  souice  of  the  Coiporation's  earnings  is  net  interest  income,  which  represents  the  difference  between 
interest  earned  on  loans  and  investments  and  the  interest  cost  associated  with  deposits  and  other  sources  of  funding. 
Net  interest  income  was  increased  in  2008  to  $81.5  million  compared  to  $74.8  million  in  2007.  Total  average  inter 
est-earning  assets  grew  to  $2.14  billion  in  2008  from  $2.06  billion  in  2007.  The  tax-equivalent  yield  on  these  assets 
decreased  to  6 . 5 1%  in  2008  from  6.98%  in  2007.  Total  aveiage  interest-bearing  liabUities  increased  to  $1.71  bUlion 
in  2008  fiom  $1.65  biUion  in  2007.  T he  average  cost  ofthese  interest-bearing  liabUities  decieased  to  3.06%  in  2008 
fiom  3 . 8 1% in  2007. 

The  net  interest  margin  increased  from  3.92%  in  2007  to  4.06%  in  2008. This  increase  is  primarily  the  result  o f t he 
decreased  costs  of  funding  provided  by  interest-bearing  liabilities.  Earning  asset  yields  decreased  47  basis  points  while 
the  rate  on  interest-bearing  liabilities  decreased  by  75  basis  points. 

The  following  table  sets  forth  the  components  of  net  interest  income  due  to  changes  in  volume  and  late.  T he  table 
information  compaies  2008  to  2007  and  2007  to  2006. 

(Dollar amounts in thousands) 
Interest  earned  on 

interest-earning  assets: 

Loans  ()  (2) 
Taxable  investment 

securities 

Tax-exempt  investment 

securities  () 
Federal  funds  sold 

Total  interest  income 

Interest  paid  on 

interest-bearing  liabilities: 
Transaction  accounts 
Time  deposits 
Short-term  borrowings 
Other  borrowings 
Total  interest  expense 
Net  interest  income 

2008 Compared to 2007 
Increase  (Decrease)  Due to 

2007 Compared to 2006 
Increase  (Decrease)  Due to 

Volume 

Rate 

Volume/ 
Rate 

Total 

Volume 

Rate 

Volume/ 
Rate 

Total 

$3,218 

$(8,261) 

$ 

(251) 

$  (5,294) 

$  1,808 

$  3,459 

$ 

62 

$ 

5,329 

2,172 

(379) 

(35) 

1,758 

698 

940 

30 

1,668 

(244) 
259 
5,405 

79 
(389) 
(8,950) 

(1) 
(131) 
(418) 

(166) 
(261) 
(3,963) 

870 
(70) 
3,306 

(290) 
54 
4,163 

(20) 
(5) 
67 

560 
(21) 
7,536 

1,470 
(1,013) 
261 
555 
1,273 
$4,132 

(3,981) 
(5,468) 
(692) 
(1,189) 
(11,330) 
$  2,380 

(463) 
189 
(112) 
(34) 
(420) 
2 

(2,974) 
(6,292) 
(543) 
(668) 
(10,477) 
$  6,514 

$ 

(55) 
(82) 
775 
42 
680 
S  2,626 

1,853 
2,980 
44 
254 
5,131 

$ 

(968) 

$ 

(9) 
(9) 
46 
1 
29 
38 

1,789 
2,889 
865 
297 
5,840 
$  1,696 

(')  For  purposes  ofthese  computations,  nonaccruing  loans  are  included  in  the  daily average loan  amounts  outstanding. 

(2) Interest  income  includes  the effect  of tax equivalent  adjustments  using a federal  tax rate of 35%. 

Results  of  Operations  —  Summary  for  2008 

2 0 08  A N N U AL  REPORT 

PROVISION  FOR  LOAN  LOSSES 

The  provision  for  loan  losses  charged  to  expense  is  based  upon  credit  loss  experience  and  the  tesults  of  a  detailed 
analysis  estimating  an  apptopriate  and  adequate  allowance  for  loan  losses. The  analysis  includes  the  evaluation  of 
impaired  loans  as prescribed  under  Statement  ofFinancial  Accounting  Standards  (SFAS)  Nos.  114  and  118,  pooled 
loans  as prescribed  under  SFAS No.  5,  and  economic  and  other  risk  factors  as outlined  in  various Joint  Interagency 
Statements  issued  by  the  bank  regulatory  agencies.  For  the  year  ended  December  31, 2008,  the  provision  for  loan 
losses was $7.9  miUion, an  increase of $1.3 miUion,  or  19.4%, compared  to 2007. The  increase was the  result  of sev 
eral components  related  to the analysis ofthe  Corporation's Allowance  for  Loan  and  Lease Losses, including  nonper 
forming  and  impaired  loan  ttends. 
Net  charge-offs  for  2008  were  $6.9  miUion  as  compared  to  $7.4  million  for  2007  and  $6.8  million  for  2006. 
Delinquent  loans  as a percentage  oftotal  outstanding  loans  increased  to  2.4%  at  December  31, 2008  compared  to 
2.1%  at  December  31,  2007.  Non-accrual  loans  increased  56.6%  to  $12.5  miUion  at  December  31, 2008  from 
$8.0  mUUon at  Decembei  31, 2007. At  Decembei  31, 2008, the  resulting  allowance foi  loan  losses was $16.3 mU 
lion  OI 1.12%  oftotal  loans,  net  of  unearned  income. A year  earlier  the  allowance  was $15.4  miUion  or  1.07%  of 
total  loans. 

NON-INTEREST  INCOME 

Non-interest  income  of $25.4  miUion  decreased  $6.1  milUon  from  the  $31.5  miUion  earned  in  2007. This  decrease 
was directly related  to the other-than-temporary  impairment  charge of $6.1 million  recognized  in  the  third  quarter. 
Note  4  to  the  financial  statements  included  in  this  report  provides  information  about  our  processes  for  determining 
other-than-temporary  impairment  for 2008. There was no othei-than-tempoiary  impairment  recognized during 2007. 

NON-INTEREST  EXPENSES 

Non-inteiest  expenses  incieased  2.6%  to  $66.4  miUion  foi  2008  compared  to  $64.7  miUion  foi  2007.  Salaries  and 
employee  benefits  incieased  $1.9  million  due  primarily  to  increased  benefit  costs.  Occupancy  and  equipment 
expenses were relatively  unchanged. 

INCOME  TAXES 

The  Corporation's  federal  income  tax  provision  was  $7.8  miUion  in  2008  compared  to  a provision  of  $9.4  mUlion 
in  2007.  The  overall  effective  tax  rate  in  2008  of  24.0%  compares  to  a  2007  effective  late  of  26.8%.  The 
Coipoiation  had  increased  amounts  of tax-exempt  income  relative to  the  total  income  in 2008  compaied  to  2007. 

COMPARISON  OF 2 0 07  TO  2 0 06 

Net  income  fot  2007  was  $25.6  mUUon  oi  $1.94  pet  shaie  compaied  to  $23.5  miUion  in  2006  or  $1.77  per 
share. This  increased  income  was  the  result  of  improved  net  interest  income  combined  with  a  reduction  in  the 
provision  for  loan losses. 
Net  interest  income was increased  in  2007  to  $74.8  million  compared  to  $73.7  million  in  2006. Total  average  inter 
est-earning  assets grew  to  $2.06  billion  in  2007  from  $2.01  biUion  in  2006. The  tax-equivalent  yield  on  these  assets 
increased  to  6.98%  in  2007  from  6.77%  in  2006. Total  average  inteiest-bearing  liabUities  incieased  to  $1.65  billion 
in  2007  from  $1.64  billion  in  2006. The  average cost  ofthese  interest-bearing  liabilities  increased  to  3.81% in  2007 
from  3.48%  in  2006. 
The  net  interest  maigin  decieased  slightly  from  3.93%  in  2006  to  3.92%  in  2007.  This  deciease  is  primarily  the 
result  ofthe  increased  costs of funding  provided  by interest-bearing  liabilities.  Earning  asset yields  increased  21  basis 
points  while  the  rate  on  intetest-beating  liabilities  increased  by 33  basis  points.Non-interest  income  was  improved 
by  9%  while  non-interest  expense  was  held  at  the  same  level  as  2006.  Total  average  interest-earning  assets 
increased  in  2007  compared  to  2006. The  tax  equivalent  net  interest  margin  was  stable  at  3.92%  in  2007  from 
3.93%  in  2006. 
The  provision  for  loan  losses  decreased  $403  thousand  from  $7.0  miUion  in  2006  to  $6.6  miUion  in  2007,  and 
net  charge-offs  increased  $542  thousand  from  $6.9  million  in  2006  to  $7.4  million  in  2007.  Delinquent  loans as 
a  percentage  oftotal  outstanding  loans  declined  to  2 . 1% at  December  31, 2007  compared  to  2.3% at  December 
31,  2006.  Non-accrual  loans  decreased  19.2%  to  $8.0  million  at  Decembef  31,  2007  from  $9.9  million  at 
December  31, 2006. 
Net  non-interest  income  and  expense  declined  $2.6  million  from  2006  to  2007.  Non-interest  expenses  increased 
just  $70  thousand  while  non-interest  income  incieased  $2.7  miUion. The  inciease  in  non-interest  income  resulted 
from  increased  gains on  sales of investment  securities and  loans in  2007. 
The  pfovision  for  income  taxes  increased  $2.0  million  from  2006  to  2007,  increasing  the  efifective  tax  rate  ffom 
23.8%  in  2006  to 26.8% in  2007. 

Financial  Condition  —  Summary 

FIRST  F I N A N C I AL  CORPORATION 

The  Corporation's  total  assets  increased  3.2%  or  $71.1  million  at  December  31,  2008,  from  a  year  earlier. 
AvaUable-for-sale  securities  increased  $38.9  mUlion  at  December  31, 2008,  from  the  previous  year.  Loans,  net  of 
unearned  income,  increased  by  $29.5  mUlion,  to  $1.46  bUlion.  Deposits  increased  $33.8  miUion  while  borrow 
ings increased  by $38.0  miUion. 

Total  shareholders'  equity  increased  $5.2  million  to  $286.8  miUion  at  Decembef  31, 2008.  Net  income  was  par 
tially  offset  by  highef  dividends  and  the  continued  repurchase  of  corporate  stock.  The  Corporation  decreased 
purchases  of  treasury  stock  in  2008,  acquiring  52,744  shares  at  a  cost  of  $1.5  mUlion  compared  to  174,962 
shares  during  2007  at  a  cost  of  $5.2  million.  There  were  also  33,015  shares  from  the  treasury  with  a  value  of 
$1.28  million  that  were  contributed  to  the  ESOP  plan.  Declines  in  the  fair  values  of  certain  investment  securi 
ties  decreased  other  comprehensive  income  as  the  Corporation  recorded  a  net  unrealized  loss  on  available-for-
sale  securities  of  $8.3  mUlion.  Other  comprehensive  income  also  included  an  increase  of  $511  thousand  related 
to  the  change  in  the  unrealized  gain  on  post-retirement  benefits  in  accordance  with  SFAS No.  158. 
Following is an analysis of the components  of the  Corporation's  balance  sheet. 

SECURITIES 

The  Corporation's  investment  strategy  seeks  ro  maximize  income  from  the  investment  poftfolio  while  using  it as 
a  risk  management  tool  and  ensufing  safety  of  principal  and  capital.  During  2008  the  portfolio's  balance 
increased  by  6.97%.  During  2008  the  Federal  Reserve  decreased  the  fed  funds  tate  by  4.00%  to  0.25%.  The 
average  life  ofthe  portfolio  declined  from  4.08  years  in  2007  to  3.84  years  in  2008. The  portfolio  structure wUl 
continue  to provide  cash flows to be reinvested during  2009. 
Year-end  securities maturity  schedules  were comprised  of the  following: 

1 Year and  Less 
Balance 
Rate 

1 to 5 Years 

Balance 

Rate 

5 to  10 Years 
Balance 

Rate 

Over 10 Years 
Rate 
Balance 

2008 
Totai 

(Dollar amounts in thousands) 
U.S.  government  sponsored 
entity  mortgage-backed 
securities  and  agencies(i) 

Collateralized mortage obligations(i 
) 
States  and  political  subdivisions 
Corporate  obligations 

13,154 

— 

S 

937 

4.34% 
-
6.85 

Total 
Equities 

TOTAL 

14,091 

6.68 

— 

— 

$14,091 

$28,467 
-
37,134 
6,394 
71,995 

— 

$71,995 

4.32% 
-
7.51 
5.60 
7.29 

$  88,761  4.69% 

8  11.37 
40,515  6.83 
—  — 
5.77 
—  — 

129,284 

$129,284 

$247,466 
70,219 
53,038 
4,239 
374,962 
6,583 
$381,545 

5.54% 
6.15 
6.27 
7.74 
5.40 

^ 

$365,631 
70,227 
143,841 
10,633 
590,332 
6,583 
$596,915 

(1) Distribution  of maturities is based on the estimated average life of the asset. 

(Dollar amounts in thousands) 
U.S.  government  sponsored 
entity  mortgage-backed 
securities  and  agencies(i) 

Collateralized mortgage obligations(0 
States and  political  subdivisions 
Corporate  obligations 

Total 
Equities 

TOTAL 

1 Year and Less 
Balance 
Rate 

1 to 5 Years 

Balance 

Rate 

5 to  10 Years 
Balance 

Rate 

Over 10 Years 
Rate 
Balance 

2007 
Total 

$ 

212 
-
6,933 
7,048 
14,193 
-
;i4,193 

5.08% 
-
5.49 
6.40 
5.93 
-

$  1,366 

4.60% 

4  11.50 
7.37 
_ 
7.29 
-

43,192 
_ 
44,562 
- 
$44,562 

$  65,393 
27 
49,290 
-
114,710 
-
$114,710 

4.44% 
6.94 
7.54 

5.77 
-

$222,732 
77,144 
47,100 
29,795 
376,771 
7,784 
$384,555 

5.26% 
5.27 
6.19 
5.54 
5.40 
-

$289,703 
77,175 
146,515 
36,843 
550,236 
7,784 
$558,020 

(0 Distribution  of maturities is based on the estimated average life ofthe  asset. 

2 0 08  A N N U AL  REPORT 

Financial  Condition  —  Summary 

LOAN PORTFOLIO 

Loans  outstanding  by major  category  as ofDecember  31  for  each  ofthe  last five yeais  and  the  maturities  at  year-
end  2008  are set forth  in  the following  analyses. 

(Dollar  amounts in thousands) 
Loan  Category 

Commercial,  financial  and  agricultural 
Real estate -  construction 
Real estate -  mortgage 
Consumer 
Lease  financing 
TOTAL 

2008 

2007 

2006 

2005 

2004 

$  499,636 
26,137 
628,027 
302,977 
1,878 
$1,458,655 

$  461,086 
29,637 
673,355 
262,858 
2,275 
$1,429,211 

$  407,995 
33,336 
691,989 
257,065 
2,604 
$1,392,989 

$  382,214  $  401,724 
32,810 
753,826 
272,261 
3,658 
$1,396,047  $1,464,279 

31,918 
707,008 
272,062 
2,845 

Credit  card loans  held-for-sale 

$ 

12,800 

$ 

14,068 

-

-

-

(Dollar amounts in thousands) 

Maturity  Distribution 

Commercial,  financial  and  agricultural 
Real estate -  construction 
TOTAL 

Real  estate -  mortgage 
Consumer 
Lease  financing 
TOTAL 

Credit  card loans  held-for-sale 

Loans maturing  after  one year with: 

Fixed  interest  rates 
Variable interest  rates 

TOTAL 

Within 
One Year 

After One 
But Within 
Five Years 

After Five 
Years 

Total 

$  234,037 
8,925 
$  242,962 

$  219,900 
9,471 
$  229,371 

$ 

$ 

$ 

45,699 
7,741 
53,440 

499,636 
26,137 
525,773 

628,027 
302,977 
1,878 
$1,458,655 

1  12,800 

$  80,757  $  38,737 
14,703 

148,614 

$  229,371  $  53,440 

FIRST  F I N A N C I AL  CORPORATION 

Financial  Condition  —  Summary 

ALLOWANCE  FOR  LOAN  LOSSES 

The  activity in  the  Corporation's  allowance  for  loan  losses is shown  in  the following  analysis: 

(Dollar  amounts  in  thousands) 
Amount  ofloans  outstanding 

at  December 31, 

2008 

2007 

2006 

2005 

2004 

$1,458,655 

$1,429,211 

$1,392,989 

$1,396,047 

$1,464,279 

Average amount  of loans  by year 

$1,451,911 

$1,409,051 

$1,384,138 

$1,441,247 

$1,452,572 

Allowance  for  loan  losses 
at beginning  ofyear 
Loans  charged  off: 
Commercial,  financial  and  agricultural 
Real estate -  mortgage 
Consumer 
Leasing 

Total  loans charged  off 

Recoveries of loans previously charged  off: 
Commercial,  financial  and  agricultural 
Real estate  -  mortgage 
Consume! 
Leasing 

Total  recoveries 

Net  loans chaiged  off 

Provision  charged  to  expense 

Balance at end  ofyear 

Ratio of net  charge-offs  during  period 

to  average loans  outstanding 

$ 

15,351 

$ 

16,169 

$ 

16,042 

$ 

19,918 

$ 

21,239 

2,406 
1,274 
5,914 

9,594 

704 
101 
1,863 

2,668 

6,926 
7,855 

3,433 
1,026 
5,712 
5 
10,176 

389 
139 
2,250 

2,778 

7,398 
6,580 

2,066 
1,617 
6,826 

6,093 
2,590 
8,809 

10,509 

17,492 

1,262 
187 
2,204 

3,653 

6,856 
6,983 

284 
343 
1,291 

1,918 

15,574 
11,698 

16,042 

1.08% 

4,080 
623 
6,680 
1 
11,384 

452 
37 
1,281 
1 
1,771 

9,613 
8,292 

19,918 

.66% 

$ 

16,280 

$ 

15,351 

t. 

16,169 

$ 

.48% 

.53% 

.50% 

The  allowance  is  maintained  at  an  amount  management  believes  sufficient  to  absorb  probable  incurred  losses  in 
the  loan  portfolio.  Monitoring  loan  quality  and  maintaining  an  adequate  allowance  is an  ongoing  process  overseen 
by senior  management  and  the loan  leview function.  On  at least a quartetly  basis, a foimal  analysis  of the  adequacy 
of  the  allowance  is  prepared  and  reviewed  by  management  and  the  Board  of  Directors.  This  analysis  serves  as  a 
point  in  time  assessment  of  the  level  of  the  allowance  and  serves  as a basis  for  provisions  for  loan  losses. The  loan 
quality  monitoiing  piocess includes  assigning loan  grades  and  the  use of a watch  list to  identify  loans of  concern. 

The  analysis  of the allowance  for  loan  losses includes  the allocation  of specific  amounts  of the  allowance  to  individ 
ual  pioblem  loans,  generally  based  on  an  analysis  of  the  collateral  securing  those  loans.  Portions  of  the  allowance 
are  also  allocated  to  loan  portfolios,  based  upon  a variety  of  factors  including  histoiical  loss  experience,  trends  in 
the  type  and  volume  of  the  loan  portfolios,  trends  in  delinquent  and  non-performing  loans,  and  economic  trends 
affecting  our  market.  These  components  are  added  together  and  compared  to  the  balance  of  our  allowance  at  the 
evaluation  date. The  following  table presents  the allocation  of the allowance  to the loan poitfolios  at  yeai-end. 

^^ 

Financial  Condition —  Summary 

2 0 08  A N N U AL  REPORT 

(Dollar  amounts in thousands) 
Commeicial, financial and agiicultuial 
Real estate -  moitgage 
Consume! 

Years Ended December 3 1, 

2008 
$10,181 
1,517 
4,582 

2007 
$10,090 
1,245 
4,016 

2006 
$  9,043 
1,364 
5,762 

2005 
$  8,148 
867 
7,027 

2004 
$11,840 
850 
7,228 

TOTAL ALLOWANCE FOR LOAN LOSSES 

$16,280 

$15,351 

$16,169 

$16,042 

$19,918 

NONPERFORMING LOANS 

Management  monitois  the components  and status of nonpeiforming  loans as a part of the evaluation  procedures  used 
in  determining  the adequacy  of the  allowance  for loan  losses. It is the Corporation's  policy  to discontinue  the accrual 
of  interest  on  loans  where,  in  management's  opinion,  seiious  doubt  exists  as to  collectibility.  The amounts  shown 
below lepiesent  non-accrual  loans, loans which  have been  restiuctuied  to piovide  for a reduction  or deferral  of interest 
or  principal  because  of deterioration  in  the  financial  condition  of the boiiowei  and those  loans  which  are past due 
more  than  90 days where the Corporation  continues  to accrue  interest. 

(Dollar amounts in thousands) 

Non-accfual  loans 
Restiuctuied  loans 
Acciuing  loans past due ovei 90 days 

2008 
$12,486 
98 
3,624 
$16,208 

2007 
$  7,971 
50 
4,462 
$12,483 

2006 
$  9,893 
52 
4,691 
$14,636 

2005 
$  8,464 
57 
6,354 
$14,875 

2004 
$19,862 
430 
7,813 
$28,105 

The  ratio  ofthe  allowance  foi loan  losses as a peicentage  of nonpeiforming  loans was 100%  at December  31, 2008, 
compared  to  123% in 2007. The following  loan categories comprise significant  components of the nonperforming  loans 
at December  31,  2008 and 2007: 

(Dollar  amounts in thousands) 

Non-accrual  loans: 

1-4 family  residential 
Commeicial  loans 
Consumer  loans 

Past due 90 days or more: 
I -4 family  residential 
Commercial  loans 
Consumer  loans 

2008 

2007 

$  1,835 
9,210 
1,441 
$12,486 

$  1,495 
1,582 
54Z 
$  3,624 

14% 
74 
12 
100% 

4 1% 
44 
15 
100% 

$  2,574 
3,938 
1,459 
$  7,971 

$  1,230 
2,795 
437 
$  4,462 

32% 
50 
18 
100% 

28% 
62 
10 
100% 

FiRST  F I N A N C I AL  CORPORATION 

Financial  Condition  —  Summary 

DEPOSITS 

The  information  below  presents  the  average  amount  of  deposits  and  rates  paid  on  those  deposits  for  2008,  2007 
and  2006. 

(Dollar  amounts  in  thousands) 

Amount 

Rate 

Amount 

Rate 

Amount 

Rate 

2008 

2007 

2006 

Non-interest-bearing 
demand  deposits 

Inteiest-beaiing  demand  deposits 
Savings  deposits 
Time  deposits: 
$100,000  or  more 
Other  time  deposits 

TOTAL 

$  236,628 
247,017 
433,179 

183,664 
459,916 
$1,560,404 

1.11% 
1.60% 

3.67% 
3.54% 

$  226,822 
198,368 
410,919 

189,501 
477,114 
$1,502,724 

0.94% 
2.62% 

4.66% 
4.30% 

$  206,839 
201,928 
410,458 

188,572 
480,116 
$1,487,913 

1.14% 
1.87% 

4.27% 
4.01% 

The  maturities  of certificates  ofdeposit  of $100  thousand  or more outstanding  at  December  31, 2008, are  summa 
rized  as follows: 

3  months  or less 
Over  3 through  6 months 
Over  6 through  12 months 
Over  12 months 
TOTAL 

$  50,721 
56,779 
53,173 
50,434 
$211,107 

2 0 08  A N N U AL  REPORT 

Financial  Condition  —  Summary 

OTHER  BORROWINGS 

Advances  from  the  Federal  Home  Loan  Bank  increased  to  $378.6  million  in  2008  compared  to  $334.7  million  in 
2007. The Asset/Liability  Committee  leviews these investments  and  funding  souices and  considers the related strate 
gies on  a weekly basis. See Interest  Rate Sensitivity and Liquidity below for  more  information. 

CAPITAL  RESOURCES 

Bank  regulatory  agencies  have  established  capital  adequacy  standards  which  are  used  extensively  in  their  monitor 
ing  and  control  of  the  industry. These  standards  relate  capital  to  level  of  risk  by  assigning  different  weightings  to 
assets  and  ceitain  off-balance-sheet  activity.  As  shown  in  the  footnote  to  the  consolidated  financial  statements 
("Regulatoiy  Matteis"),  the  Coiporation's  capital  exceeds  the  requirements  to  be  consideied  well  capitalized  at 
December  31, 2008. 
First  Financial  Coipoiation's  objective  continues  to  be  to  maintain  adequate  capital  to  meiit  the  confidence  of  its 
customers  and  shaieholdeis. To wairant  this  confidence,  the  Corporation's  management  maintains  a  capital  posi 
tion  which  they  believe  is  sufficient  to  absorb  unforeseen  financial  shocks  without  unnecessarily  restricting  divi 
dends  to  its  shaieholdeis.  The  Coiporation's  dividend  payout  ratio  for  2008  and  2007  was  47.1% and  44.8%, 
respectively.  The  Corporation  expects  to  continue  its  policy  of  paying  regular  cash  dividends,  subject  to  future 
earnings  and  regulatoiy  restrictions  and  capital  requirements. 

INTEREST  RATE SENSITIVITY  AND  LIQUIDITY 

First  Financial  Corporation  has established  lisk  measuies,  limits  and  policy  guidelines  for  managing  interest  late  risk 
and  liquidiry.  Responsibility  for  management  of these  functions  lesides with  the Asset  Liability  Committee. The  pri 
mary  goal  of  the  Asset  Liability  Committee  is  to  maximize  net  interest  income  within  the  interest  rate  risk  limits 
appioved  by the Board of Directors. 

Interest  Rate  Risk:  Management  considers  interest  rate  risk  to  be  the  Corporation's  most  significant  market  risk. 
Interest  rate  risk  is  the  exposure  to  changes  in  net  interest  income  as  a  lesult  of  changes  in  inteiest  fates. 
Consistency  in the Cot potation's  net  interest  income is largely dependent  on  the effective  management  of this  risk. 

The  Asset  Liability  position  is  measufed  using  sophisticated  risk  management  tools,  including  earnings  simulation 
and  market  value  of equity  sensitivity  analysis. These  tools  allow  management  to  quantify  and  monitof  both  shoft-
and  long-term  exposure  to  interest  rate  fisk.  Simulation  modeling  measures  the  effects  of  changes  in  interest  fates, 
changes  in  the  shape  of  the  yield  curve  and  the  effects  of  embedded  options  on  net  interest  income. This  measure 
projects  earnings  in  the  various  environments  over  the  next  three  years.  It  is  important  to  note  that  measures  of 
interest  rate  risk  have  limitations  and  are  dependent  on  various  assumptions.  These  assumptions  afe  inherently 
unceftain  and,  as a result,  the  model  cannot  precisely  predict  the  impact  of interest  rate  fluctuations  on  net  interest 
income.  Actual  tesults  will  differ  from  simulated  results  due  to  timing,  frequency  and  amount  of  interest  rate 
changes  as well  as  overall  market  conditions.  The  Committee  has  performed  a  thorough  analysis  of  these  assump 
tions  and  believes  them  to  be  valid  and  theoretically  sound.  These  assumptions  are  continuously  monitored  for 
behavioral changes. 

The  Corporation  from  time  to  time  utilizes  derivatives  to  manage  interest  rate  risk.  Management  continuously  eval 
uates  the  merits  of  such  interest  rate  risk  products  but  does  not  anticipate  the  use  of  such  products  to  become  a 
major  part  ofthe  Corporation's  risk management  strategy. 

The  table  on  the  following  page  shows  the  Corporation's  estimated  sensitivity  profile  as  ofDecember  31, 2008. 
The  change  in  interest  rates  assumes  a parallel  shift  in  interest  rates of  100 and  200  basis points.  Given  a  100  basis 
point  incfease  in  rates,  net  interest  income  would  increase  0.15%  over  the  next  12  months  and  increase  1.79% 
over  the  following  12  months.  Given  a  100  basis  point  decrease  in  rates,  net  interest  income  would  increase 
3.53%  over  the  next  12  months  and  increase  3.69%  over  the  following  12  months.  These  estimates  assume  all 
rate changes occur  overnight  and  management  takes no  action  as a result of this  change. 

Financial  Condition  —  Summary 

FIRST  F I N A N C I AL  C O R P O R A T I ON 

Basis  Point 
Interest  Rate Change 
D o wn  200 
D o wn  100 
Up  100 
Up  200 

Percentage Change in Net Interest  Income 
36  months 
24  months 
3.74% 
3.68% 
3.69 
3.75 
3.66 
1.79 
5.94 
1.99 

12  months 
3.53% 
3.53 
.15 
-1.13 

Typical  rate  shock  analysis  does  not  reflect  management's  ability  to  react  and  thereby  reduce  the  effects  of  rate 
changes,  and  represents  a worst-case  scenario. 

Liquidity  Risk:  Liquidity  is  measufed  by  the  bank's  ability  to  raise  funds  to  meet  the  obligations  of  its  customers, 
including  deposit  withdrawals  and  credit  needs.  This  is  accomplished  pfimarily  by  maintaining  sufficient  liquid 
assets  in  the  form  ofinvestment  securities  and  core  deposits.  T he  Cofporation  has  $14.1  million  of  investments 
that  mature  throughout  the  coming  12  m o n t h s.  T he  Corporation  also  anticipates  $180.0  miUion  ofprincipal 
payments  from  mortgage-backed  secutities.  Given  the  cufrent  rate  environment,  the  Corporation  anticipates 
$25.6  mUlion  in  securities  to  be  called  within  the  next  12  m o n t h s. 

CONTRACTUAL  OBLIGATIONS,  COMMITMENTS,  CONTINGENT  LIABILITIES  AND  OFF-BALANCE  SHEET  ARRANGEMENTS 

T he  Corporation  has  various  financial  obligations,  including  contractual  obligations  and  commitments,  that  may 
require  future  cash  payments. 

Contractual  Obligations: T he  following  table  pfesents,  as  ofDecember  3 1, 2008,  significant  fixed  and  determinable 
contractual  obligations  to  third  parties  by  payment  date.  Furthet  discussion  of  the  nature  of  each  obligation  is 
included  in  the  referenced  note  to  the  consolidated  financial  statements. 

(Dollar amounts in thousands) 
Deposits  without  a  stated  maturity 
Consumer  certificates  of  deposit 
Short-term  borrowings 
O t h er  borrowings 

Payments  Due  In 

Note 
Reference 

One  Year 
or  Less 

One  to 
Three  Years 

Three  to 
Five  Years 

Over  Five 
Years 

$927,151 
446,158 
21,500 
97,416 

$ 

$ 

$ 

138,751 

-
204,478 

51,330 

-
76,187 

108 
-
7,072 

10 
11 

Total 

$927,151 
636,347 
21,500 
385,153 

C o m m i t m e n t s:  T he  foUowing  table  details  the  a m o u nt  and  expected  maturities  of  significant  commitments  as  of 
December  3 
finan-
December  3 1,  2 0 0 8.  Further  discussion  ofthese  commitments  is  included  in  N o te  13  to  the  consolidated 
cial  statements 

(Dollar amounts in thousands) 

C o m m i t m e n ts  to  extend  credit: 
Unused  loan  commitments 
Commercial  letters  ofcredit 

Total Amount 
Committed 

One Year 
or  Less 

Over One 
Year 

$302,141 
16,230 

$194,088 
11,262 

$108,053 
4,968 

Commitments  to  extend  credit,  including  loan  commitments,  standby  and  commercial  letters  of  credir  do  not  neces 
sarily  represenr  future  cash  requirements,  in  that  these  commitments  often  expire  without  being  drawn  upon. 

OUTLOOK 

T he  Corporation's  primary  market  is west-central  Indiana  and  east-central  Illinois.  T he  market  is  pfimatily  driven 
by  the  retail,  higher  education  and  health  care  industries.  Typically,  this  mafket  does  not  expand  of  contract  at 
rates  that  are  experienced  by  b o th  the  state  and  national  economies.  According  to  the  National  Bufeau  of 
Economic  Research,  the  nation  entefed  an  economic  recession  in  December  2007.  It  is  anticipated  that  the  econ 
omy  will  continue  to  struggle  well  into  2009  with  some  improvement  in  the  latter  half  of  the  yean  Contraction  in 
both  laboi  and  retail  sales  will  affect  the  local  market  as  well.  Therefore,  the  Corporation  anticipates  limited 
growth  opportunities  in  2009. 

Consolidated  Balance Sheet — Average Balances and  Interest  Rates 

2 0 08  A N N U AL  REPORT 

2008 

December  3 1, 
2007 

2006 

Average 
Balance 

Interest 

Yield/ 
Rate 

Average 
Balance 

Interest 

Yield/ 
Rate 

Average 
Balance 

Interest 

Yield/ 
Rate 

(Dollar  amounts  in  thousands) 
ASSETS 
Interest-earning  assets: 

Loans  (1)  (2) 
Taxable  investment  securities 
Tax-exempt  investments  (2) 
Federal  funds  sold 
Total  interest-earning  assets 

$1,451,911 
485,194 
184,574 
19,729 
2,141,408 

100,510 
25,303 
13,188 
507 
139,508 

6.92% 
5.22 
7.14 
2.57 
6.51% 

$1,409,051 
444,220 
188,012 
14,756 
2,056,039 

105,804  7.51% 
5.30 
23,545 
7.10 
13,354 
5.20 
768 
6.98% 
143,471 

$1,384,138 
430,492 
176,044 
16,203 
2,006,877 

100,475 
21,877 
12,794 
788 
135,934 

7.26% 
5.08 
7.27 
4.87 
6.77% 

Non-interest  earning  assets: 
Cash  and  due  from  banks 
Premises  and  equipment,  net 
O t h er  assets 
Less  allowance  for  loan  losses 

TOTALS 

58,676 
32,524 
64,952 
(15,539) 
$2,282,021 

61,655 
32,762 
64,801 
(15,665) 
$2,199,592 

66,302 
31,309 
59,363 
(16,533) 
$2,147,318 

LIABILITIES  AND 
SHAREHOLDERS'  EQUITY 
Interest-bearing  liabilities: 
Tiansaction  accounts 
Time  deposits 
Short-term  borrowings 
Other  borrowings 
Total  interest-bearing 

$  680,196 
643,580 
37,352 
353,598 

9,660 
23,036 
1,068 
18,726 

1.42% 
3.58 
2.86 
5.30 

$  609,287 
666,615 
32,140 
343,767 

12,634 
29,322 
1,611 
19,394 

2.07%  $  612,387 
4.40 
668,687 
5.01 
15,759 
343,014 
5.64 

10,845 
26,440 
746 
19,098 

1.77% 
3.95 
4.73 
5.57 

liabilities: 

1,714,726 

52,490 

3.06% 

1,651,809 

62,961 

3.81% 

1,639,847 

57,129 

3.48% 

Non  interest-bearing 

liabilities: 

Demand  deposits 
Other 

236,628 
43,045 
1,994,399 

Shareholders'  equity 

TOTALS 

287,622 
$2,282,021 

226,822 
42,974 
1,921,605 

277,987 
$2,199,592 

206,839 
25,958 
1,872,644 

274,674 
$2,147,318 

Net  interest  earnings 

$  87,018 

$  80,510 

$  78,805 

Net  yield  on  interest-earning  assets 
assets 

4.06% 

3.92% 

3.93% 

(')  For purposes  ofthese  computations,  nonaccruing  loans  are included  in  the  daily average loan  amounts  outstanding. 

(2) Interest  income  includes  the  effect  of tax equivalent  adjustments  using a federal  tax rate of  35%. 

FIRST  F I N A N C I AL  CORPORATION 

MARKET  AND  DIVIDEND  INFORMATION 

At year-end  2008  shareholders  owned  13,116,630  shares  ofthe  Corporation's  common  stock. The  stock is  traded 
on  the NASDAQ Global  under  the symbol  T H FF 

Histoiically,  the  Coiporation  has  paid  cash  dividends  semi-annually  and  currently  expects  that  comparable  cash 
dividends will continue  to  be paid  in  the futuie.  The  following  table gives quaiterly high  and  low trade prices  and 
dividends  per share during  each  quarter  for  2008  and  2007. 

2008 

Trade Price 

Cash 
Dividends 
Low  Declared 

Quarter  ended 

March  31 
June  30 
September  30 
December  31 

High 

$32.06 
$33.31 
$49.30 
$47.70 

$25.30 
$28.16 
$30.05 
$31.01 

$  .44 

$  .45 

2007 

Trade  Price 

High 

$35.74 
$32.45 
$32.78 
$32.29 

Low 

$28.20 
$27.26 
$23.48 
$26.93 

Cash 
Dividends 
Declared 

$  .43 

$  .44 

TOTAL  RETURN  PERFORMANCE 

160 

150 

A  First  Financial  Corporation 

•  Russell  2000 

SNL $1B-$5B  Bank  Index 

140 

120 

X 
0) 
TJ 

12/31'03 

12/31/O'l 

12/31/05 

12/31/06 

12/31/07 

12/31/08 

INDIANA 

First  Financial  Bank  N.A. 
Vigo  County 
Terre Haute Main Office* 
One  First  Financial  Plaza 
Sixth & Wabash 
812-238-6000 
Honey  Creek  Mall* 
U.S.  41 South 
812-238-6000 
Indiana  State  University* 
Hulman  Memorial  Union 
812-238-6000 
Industrial Park* 
1749  East  Industrial  Drive 
812-238-6000 
Maple Avenue* 
4065  Maple Avenue 
812-238-6000 
Meadows* 
350  South  25th  Street 
812-238-6000 
Plaza North* 
Ft.  Harrison  &  Lafayette 
812-238-6000 
Seelyvllle* 
9520  East  U.S. 40 
812-238-6000 
Southland* 
3005  South  Seventh  Street 
812-238-6000 
Springhill* 
4500  U.S. 41 South 
812-238-6000 
West Terre Haute* 
309  National Avenue 
812-238-6000 
Westminster Village 
1120 East  Davis  Drive 
812-238-6000 

The  Morris  Plan  Company 
of  Terre  Haute 

817 Wabash Avenue 
812-238-6063 

F I R ST  B A N K I NG 

C E N T E RS 

First  Financial  Bank N.A. 
Clay  County 
Brazil* 
7995  North  State Road 59 
812-443-4481 
Brazil Downtown* 
18 North  Walnut 
812-448-3357 
Brazil Eastside* 
2180  East  National Avenue 
812-448-8110 
Clay City* 
502-504  Main  Street 
812-939-2145 
Poland* 
8490  East  State  Road 42 
812-986-2115 

First  Financial  Bank N.A. 
Greene  County 
Worthington* 
9 North  Commercial  Street 
812-875-3021 

First  Financial  Bank N.A. 
Knox  County 
Monroe City* 
201 West  First Street 
812-743-5151 
Sandborn 
102 North Anderson  Street 
812-694-8462 
Vincennes* 
2707 North  Sixth  Street 
812-882-4800 

First  Financial  Bank N.A. 
Parke  County 
Rockville* 
1311 North  Lincoln  Road 
765-569-3171 
Rockville  Downtown* 
120  East  Ohio  Street 
765-569-3442 
Marshall 
10 South  Main  Street 
765-597-2261 
Montezuma* 
232  East  Crawford  Street 
765-245-2706 
Rosedale 
62 East  Central  Street 
765-548-2266 

First  Financial  Bank N.A. 
Putnam  County 
Greencastle* 
101 South Warren  Drive 
765-653-4444 

First  Financial  Bank N.A. 
Sullivan  County 
Sullivan* 
15 South  Main  Street 
812-268-3331 
Carlisle* 
8571  Old US 41 South 
812-398-4100 
Dugger 
8100  East Main  Street 
812-648-2251 
Farmersburg* 
819 West Main  Street 
812-696-2106 
Hymera 
102 South  Main  Street 
812-383-4933 

First  Financial  Bank N.A. 
Vermillion  County 
Newport* 
100 West Market  Street 
765-492-3321 
Cayuga 
211  Curtis  Street 
765-492-3391 
Clinton* 
221  South  Main  Street 
765-832-3504 

Clinton Crown Hill* 
1775 East  State  Road 163 
765-832-5546 

ILUNOIS 

First  Financial  Bank N.A. 
Clark  County 
Marshall* 
215 North  Michigan 
217-826-6311 

First  Financial  Bank N.A. 
Coles  County 
Charleston* 
820 West  Uncoln  Avenue 
217-345-4824 

First  Financial  Bank N.A. 
Crawford  County 
Robinson* 
108 West  Main  Street 
618-544-8666 

Robinson Motor Bank* 
(Drive-Through  Only) 
602 West Walnut  Street 
618-544-3355 

Oblong* 
301  East Main  Street 
618-592-4252 

First  Financial  Bank  N.A. 
Jasper  County 
Newton* 
601 West Jourdan  Street 
618-783-2022 

First  Financial  Bank  N.A. 
Lawrence  County 
Lawrenceville* 
1601  State Street 
618-943-3323 

Sumner 
211  South  Christy 
618-936-2321 

First  Financial  Bank N.A. 
Richland  County 
Olney* 
240  East  Chestnut  Street 
618-395-8676 

Olney* 
1110  South West Street 
618-395-2112 

First  Financial  Bank N.A. 
Vermilion  County 
Ridge Farm* 
11 South  State  Street 
217-247-2126 

First  Financial  Bank N.A. 
Wayne  County 
Fairfield* 
303 West  Delaware 
618-842-2145 

*FirstPlus  24-hour 
ATM  available at 
these  locations 

L  1 

FIRST  FINANCIAL  CORPORATION 

O NE  FIRST  FINANCIAL  PLAZA 

TERRE  HAUTE,  INDIANA  47807 

812-238-6000  •  800-511-0045 

www.first-online.com 

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