EXHIBIT 10(R)
FIRST FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN AND TRUST
Effective January 1, 1988
As Amended Through January 1, 1993
FIRST FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN AND TRUST
Table of Contents
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Section Page
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I General . . . . . . . . . . . . . . . . . . . . .. . . 1
II Definition . . . . . . . . . . . . . . . . . . . . . . . 2
III Eligibility and Selection of Participants . . . . . . . 5
IV Election to Defer . . . . . . . . . . . . . . . . . . . 6
V Deferral Amount Selection . . . . . . . . . . . . . . . 8
VI Timing and Manner of Distribution. . . . . . . . . . . . 9
VII The Trust. . . . . . . . . . . . . . . . . . . . . . . . 10
VIII Rights of Participants . . . . . . . . . . . . . . . . . 19
IX Death or Disability of Participant . . . . . . . . . . . 20
X Distribution in the Event of Financial Hardship. . . . . 21
XI Distribution in the Event of Significant Change
in Tax Law . . . . . . . . . . . . . . . . . . . . . . 23
XII Administration . . . . . . . . . . . . . . . . . . . . . 24
XIII Funding. . . . . . . . . . . . . . . . . . . . . . . . . 26
XIV Special Provisions Applicable to Insiders. . . . . . . . 27
XV Execution. . . . . . . . . . . . . . . . . . . . . . . . 31
EXHIBITS
Exhibit 7.3 Investment Vehicles
Exhibit 7.4 Election of Investment Vehicle
Exhibit 9.1 Designation of Beneficiary
Exhibit 12.3 Election of Deferment
SECTION I
General
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The purpose of this Deferred Compensation Plan and Trust is to
provide flexibility to eligible employees of First Financial
Corporation and its direct and indirect subsidiaries in their
receipt of Base Salary and Annual Incentive Compensation.
SECTION II
Definitions
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The following definitions shall be applicable throughout the
Deferred Compensation Plan and Trust:
2.1 "Annual Incentive Compensation" shall include any amount
earned by certain executives of First Financial Corporation
or its direct or indirect subsidiaries under a Company-
sponsored incentive plan or through discretionary bonuses.
2.2 "Beneficiary" shall mean the person or persons who upon the
death, disability or incompetency of a Participant shall
have acquired, by will, by laws of decent and distribution
or by other legal proceedings, the right to the
Participant's Account.
2.3 "Base Salary" shall mean the monthly amount payable to the
executive for performance of services exclusive of any
amounts included as Annual Incentive Compensation.
2.4 "Base Salary Deferral Year" shall mean the calendar year.
2.5 "Company" shall mean First Financial Corporation or any
direct or indirect subsidiary of First Financial Corporation
which employs the Participant.
2.6 "Compensation Committee" shall mean the Compensation
Committee of the Board of Directors of First Financial
Corporation.
2.7 "Disabled" shall mean that a Participant has suffered a
permanent and total disability as determined by the
Compensation Committee.
2.8 "Effective Date" shall mean January 1, 1988 as amended
through January 1, 1993.
2.9 "Participant" shall mean an employee designated as eligible
under Section 3.1 who has elected, under the terms and
conditions of the Plan, to defer payments of all or
allowable portions of Base Salary and/or Annual Incentive
Compensation.
2.10 "Participant Account" shall mean the Participant's account
established pursuant to Section 4.1.
2.11 "Plan" shall mean this Deferred Compensation Plan and Trust.
2.12 "Plan Year" shall mean the calendar year.
2.13 "Retirement" shall mean retirement from employment of a
Participant in accordance with the Company's normal
retirement policies, as amended from time to time and as
determined by the Compensation Committee.
2.14 "Trust" shall mean the trust created under Section VII of
this Plan.
2.15 "Trustee" shall initially mean Marshall & Ilsley Trust
Company which is hereby appointed to administer the Trust
and the Participant Accounts in accordance with this Plan
and pursuant to the requirement of Section VII hereof.
"Trustee" shall also refer to any substitute or replacement
Trustee appointed under Section VII hereof.
SECTION III
Eligibility and Selection of Participants
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3.1 Participation in the Plan shall be determined by the
Compensation Committee.
SECTION IV
Election to Defer
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4.1 An eligible employee may elect, under the terms and
conditions of the Plan, to defer all or an allowable portion
specified under Section 5.2 of Base Salary or Annual
Incentive Compensation. Such election shall be made by
written notice in the manner specified by the Compensation
Committee and shall be irrevocable when made.
4.2 Election to defer Annual Incentive Compensation shall be
made on or before December 1 of the Plan Year.
4.3 Election to defer Base Salary shall be made prior to the
first day of the Base Salary Deferral Year.
4.4 All amounts earned by the Participant and deferred under
this Section IV shall be forthwith paid by the Company to
the Trustee which shall administer the funds in accordance
with its duties under Section VII hereof and the other
requirements of the Plan.
4.5 No distribution of funds deferred hereunder shall be made by
the Trustee to a Participant or a Participant's Beneficiary
prior to the earliest of the following dates:
(a) the date of payment specified by the Participant in
his/her deferral election, provided that such date shall
be no less than five (5) years from the date of the
election;
(b) the Retirement date of a Participant;
(c) the date that a Participant becomes Disabled;
(d) the date of death of a Participant;
(e) the date the Compensation Committee determines a
Financial Hardship or Significant Change in Tax Law
exists pursuant to Sections 10.1 or 11.1 of this Plan
and Trust; or
(f) the date of termination of employment as provided in
Section 8.3 of this Plan and Trust.
SECTION V
Deferral Amount Selection
-------------------------------
5.1 Participants of the Plan may select to defer a percentage of
Annual Incentive Compensation (if any) and/or a percentage
of Base Salary. Alternatively, a specified dollar amount of
deferral may be selected by the Participant.
5.2 If percentage deferral is selected, any percentage amount up
to 100% shall be permitted.
5.3 Plan Participants may independently select, to defer amounts
from Annual Incentive Compensation and from Base Salary.
SECTION VI
Timing and Manner of Distribution
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6.1 Plan Participants may choose to receive payment of deferred
amounts by one of the alternative methods stated hereunder:
(a) Lump sum payment in any year at least five years from
the date of election as specified by the Participant;
(b) Equal annual installments, the first such installment to
be paid at least five years from the date of election as
specified by the Participant; or
(c) Upon the anticipated retirement date (or one tax year
thereafter) in either:
(i) One lump sum payment in the year so specified by the
Participant.
(ii) Equal annual installments, the first of which shall be
paid commencing in the year so specified by the
Participant.
The Compensation Committee shall provide the Trustee with
a copy of the Participant's deferral election.
SECTION VII
The Trust
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7.1 The Company shall deliver to the Trustee all amounts
deferred under Section IV of this Plan as soon as
practicable after such amounts have been earned by the
Participant, to be administered and disposed of by the
Trustee as provided herein.
7.2 (a) As used herein, the term "Trust Corpus" shall mean the
amounts delivered to the Trustee by the Company from time to
time on behalf of each Participant pursuant to the terms
hereof, less amounts distributed to the Participants
pursuant to the terms hereof, plus all income earned by the
Trust, in such amounts in whatever form held or invested as
provided herein.
(b) The Trust is intended to be a grantor trust, of which
the Company is the grantor, within the meaning of subpart E,
part 1, subchapter J, chapter 1, subtitle A of the Internal
Revenue Code of 1986, as amended, and shall be construed
accordingly. The principal of the Trust and any earnings
thereon shall be held separate and apart from any other
funds of the Company and shall be used exclusively for the
uses and purposes of Plan Participants and general creditors
as herein set forth.
7.3 That portion of the Trust Corpus held on behalf of each
Participant (the "Participant's Account") shall be invested
or reinvested at the option of the Participant in one of the
investments provided on Exhibit 7.3 hereto.
7.4 The Compensation Committee shall permit each Participant to
select the investment vehicle(s), as provided in Section
7.3, for such portion of the Trust Corpus allocated to such
Participant's Account. The Compensation Committee or the
Trustee shall provide descriptive information regarding each
investment vehicle to the Participant at least annually.
The Participant may allocate his or her Participant Account
among two or more investment vehicles on a percentage basis.
Such selection shall be made on or before December 1 of each
Plan Year on a form to be provided to the Participant from
the Compensation Committee or Trustee in the form attached
hereto as Exhibit 7.4. If the Trustee fails to receive
notification on or before December 1 of each Plan Year of a
change in the investment vehicle selection by any
Participant, such Participant's Account shall continue to be
invested in such investment vehicle(s) as last previously
selected by the Participant.
7.5 The Trustee shall be permitted to withhold from any payment
due to a Participant hereunder the amount required by law to
be so withheld under federal, state and local wage
withholding requirements or otherwise, and shall pay over to
the appropriate government authority the amounts so
withheld. Except as otherwise provided herein, in the event
of any final determination by the Internal Revenue Service
or a court of competent jurisdiction, which determination is
not appealable or with respect to which the time for appeal
has expired, or the receipt by the Trustee of a
substantially unqualified opinion of tax counsel selected by
the Trustee, which determination determines, or which
opinion opines, that the Participant is subject to federal
income taxation on amounts held in Trust hereunder prior to
the distribution to the Participant of such amounts, the
Trustee shall, on receipt by the Trustee of such opinion or
notice of such determination, pay to the Participant the
portion of the Trust Corpus includable in the Participant's
federal gross income.
7.6 The Trust Corpus is and shall remain at all times subject to
the claims of the general creditors of the Company in the
event of the Company's insolvency as defined in Section 7.7.
Accordingly, the Company shall not create, and this Plan
shall not be construed to create, a preferred claim on or
any beneficial ownership interest in the Trust Corpus in
favor of any Participant or any creditor. Any rights
created under the Plan and this Trust Agreement shall be
mere unsecured contractual rights of Plan Participants and
their beneficiaries against the Company. If the Trustee
receives the notice provided for in Section 7.7 hereof, or
otherwise receives actual notice that the Company is
insolvent as defined in Section 7.7 hereof, the Trustee will
make no further distributions of the Trust Corpus to any
Participant but will deliver the Trust Corpus only to
satisfy such claims, including those of any Participant, as
a court of competent jurisdiction may direct. In such
event, the Trustee is authorized to institute or participate
in appropriate legal proceedings to obtain such directions.
The Trustee shall resume distribution of Trust Corpus to the
Participants under the terms hereof, including any
arrearages, after so notifying the Company, if it determines
that the Company was not, or is no longer insolvent.
7.7 The Company, through its Board of Directors or Chief
Executive Officer, shall advise the Trustee promptly in
writing of the Company's insolvency. The Company shall be
deemed insolvent upon (a) the appointment of a conservator
or receiver (a "receiver") due to a finding that the Company
is unable to pay its debts as such debts become due and the
expiration, without revocation of the receiver's authority,
of the receiver's notice period to the Company's creditors
all in accordance with 12 CFR Part 549, or (b) the
institution of bankruptcy or dissolution proceedings with
respect to the Company.
7.8 The duties and responsibilities of the Trustee shall be
limited to those expressly set forth in this Plan, and no
implied covenants or obligations shall be read into this
Plan or Trust against the Trustee. The interests of any
Participant hereunder are not subject to assignment or
alienation except in accordance with the terms of the Plan.
Notwithstanding any powers granted to the Trustee pursuant
to this Plan or applicable law, the Trustee shall not have
any power that could give this Trust the objective of
carrying on a business and dividing the gains therefrom,
within the meaning of Section 301.7701-2 of the Procedure
and Administrative Regulations promulgated pursuant to the
Internal Revenue Code.
7.9 The Trustee shall maintain such books, records and accounts
as may be necessary for the proper administration of the
Trust Corpus and the Participant Accounts, and shall render
to the Company and to any Participant, on or prior to each
April 1 following the date of this Plan until the
termination of this Plan (and on the date of such
termination), an accounting with respect to the Trust Corpus
and each Participant's Account as of the end of the then
most recent calendar year (and as of the date of such
termination), provided that no such accounting shall be
required if the Trust Corpus has a zero balance. Upon the
written request of any Participant or the Company, the
Trustee shall deliver to the Participant or the Company, as
the case may be, a written report setting forth the amount
held in the Participant's Account for the Participant, the
current status of the investment vehicle including earnings
on the investment, and a record of the contributions made
with respect thereto by the Company. Unless the Company or
the Participant shall have filed with the Trustee written
exceptions or objections to any such statement and account
within 180 days after receipt thereof, the Company or the
Participant, as the case may be, shall be deemed to have
approved such statement and account, and in such case the
Trustee shall be forever released and discharged with
respect to all matters and things reported in such statement
and account as though it had been settled by a decree of a
court of competent jurisdiction in an action or proceeding
to which the Company and the Participant were parties.
7.10 The Trustee shall not be liable for any act taken or omitted
to be taken hereunder if taken or omitted to be taken by it
in good faith. The Trustee shall also be fully protected in
relying upon any notice given hereunder which it in good
faith believes to be genuine and executed and delivered in
accordance with this Plan. The Trustee may consult with
legal counsel to be selected by it, and the Trustee shall
not be liable for any action taken or suffered by it in good
faith in accordance with the advice of such counsel.
7.11 The Trustee shall be reimbursed by the Company for its
reasonable expenses incurred in connection with the
performance of its duties hereunder and shall be paid
reasonable fees for the performance of such duties in the
manner provided by Section 7.12 or 7.13.
7.12 The Company agrees to indemnify and hold harmless the
Trustee from and against any and all damages, losses, claims
or expenses as incurred (including expenses of investigation
and fees and disbursements of counsel to the Trustee and any
taxes imposed on the Trust Corpus or income of the Trust)
arising out of or in connection with the performance by the
Trustee of its duties hereunder. Any amount payable to the
Trustee under Section 7.11, this Section 7.12, or Section
7.13 and not previously paid by the Company shall be paid by
the Company promptly upon demand therefor by the Trustee or,
if the Trustee so chooses in its sole discretion, from the
Trust Corpus. In the event that payment is made hereunder
to the Trustee from the Trust Corpus, the Trustee shall
promptly notify the Company in writing of the amount of such
payment. The Company agrees that, upon receipt of such
notice, it will deliver to the Trustee to be held in the
Trust an amount in cash equal to any payments made from the
Trust Corpus to the Trustee pursuant to Section 7.11, this
Section 7.12, or Section 7.13. The failure of the Company
to transfer any such amount shall not in any way impair the
Trustee's right to indemnification, reimbursement and
payment pursuant to Section 7.11, this Section 7.12, or
Section 7.13.
7.13 The Trustee is specifically authorized and required to take
such action as may be necessary or appropriate, including
the institution of litigation or other legal process, to
enforce the Company's obligations hereunder on behalf of
either itself or a Participant, and any expenses thus
incurred by the Trustee shall be paid or reimbursed by the
Company.
7.14 The Trustee may resign and be discharged from its duties
hereunder at any time by giving notice in writing of such
resignation to the Company and all Participants specifying a
date (not less than thirty days after the giving of such
notice) when such resignation shall take effect. Promptly
after such notice, the Company shall appoint a successor
trustee, such trustee to become Trustee hereunder upon the
resignation date specified in such notice. The Company may
at any time substitute a new trustee by giving 15 days'
notice thereof to the Trustee then acting. In the event of
such removal or resignation, the Trustee shall duly file
with the Company a written statement or statements of
accounts and proceedings as provided in Section 7.9 hereof
for the period since the last previous annual accounting of
the Trust. The Trustee and any successor thereto appointed
hereunder shall be a corporate professional trustee which is
not an affiliate of the Company.
7.15 Except as provided herein, this Trust shall be irrevocable.
This Trust shall be terminated upon the earliest to occur of
the following events:
(a) the written agreement to so terminate signed by the
Company and all Participants;
(b) the final payment from the Trust Corpus of all amounts
payable hereunder to the Participants.
7.16 Subject to Sections 12.1 and 12.2 hereof, this Plan and
Trust may only be amended by written agreement signed by the
Company and a majority of the Participants provided that the
Trustee must consent to any amendment which would increase
its duties hereunder and provided further that no amendment
shall impair any benefit vested to any Participant who has
not agreed to such amendment and no amendment shall make
this Plan and Trust revocable.
7.17 The Company shall, at any time and from time to time, upon
the reasonable request of the Trustee, execute and deliver
such further instruments and do such further acts as may be
necessary or proper to effectuate the purposes of this Plan.
7.18 This Plan sets forth the entire understanding of the parties
with respect to the subject matter hereof and supersedes any
and all prior agreements, arrangements and understandings
relating thereto. This Plan shall be binding upon and inure
to the benefit of the parties and their respective
successors and legal representatives. This Plan shall be
governed by and construed in accordance with the laws of the
State of Wisconsin other than and without reference to any
provisions of such laws regarding choice of laws or conflict
of laws. In the event that any provision of this Plan of
the application thereof to any person or circumstances shall
be determined by a court of proper jurisdiction to be
invalid or unenforceable to any extent, the remainder of
this Plan, or the application of such provision to persons
or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and
each provision of this Plan shall be valid and enforced to
the fullest extent permitted by law.
SECTION VIII
Rights of Participants
----------------------------
8.1 Nothing contained in the Plan or Trust shall:
(a) Confer upon any employee any right with respect to
continuation of employment with the company;
(b) Interfere in any way with the right of the Company to
terminate his or her employment at any time; or
(c) Confer upon any employee or other person any claim or
right to any distribution under the Plan or Trust except
in accordance with its terms.
8.2 No right or interest of any Participant in the Plan shall,
prior to actual payment or distribution to such Participant,
be assignable or transferable in whole or in part, either
voluntarily or by operation of law or otherwise, or be
subject to payment of debts of any Participant by execution,
levy, garnishment, attachment, pledge, bankruptcy or in any
other manner.
8.3 If a Participant has elected to defer pursuant to Section
4.1 and his or her services with the Company are terminated
voluntarily or involuntarily, the Participant shall retain
all rights to the undistributed amounts credited to his or
her Participant Account. Such amounts will be distributed
by the Trustee to the Participant in a lump sum as soon as
practical following the Participant's termination.
SECTION IX
Death or Disability of Participant
--------------------------------------
9.1 Should a Participant die, or become Disabled, as defined
herein, the amount of such Participant's Account on the date
of death or disability shall be distributed by the Trustee
to the Participant or the Participant's Beneficiary, as the
case may be. Such distributions shall be made in a lump
sum. Each Participant shall designate his/her beneficiary
to the Compensation Committee and Trustee in writing as
provided on Exhibit 9.1 hereto, and shall have the right to
change such designation from time to time.
SECTION X
Distribution in the Event of Financial Hardship
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10.1 The Compensation Committee may, in its sole discretion,
direct the Trustee to make a partial or total distribution
of amounts in a Participant's Account upon the Participant's
request and a demonstration by the Participant of an
unforeseeable emergency. An unforeseeable emergency is a
severe financial hardship to the Participant resulting from
a sudden and unexpected illness or accident of the
Participant or of a dependent of the Participant, loss of
the Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant. The
circumstances that will constitute an unforeseeable
emergency will depend upon the facts of each case, but, in
any case, payment may not be made to the extent that such
hardship is or may be relieved -
(i) through reimbursement or compensation by insurance
or otherwise,
(ii) by liquidation of the Participant's assets, to the
extent the liquidation of such assets would not itself
cause severe financial hardship, or
(iii) by cessation of deferrals under the Plan.
Examples of what are not considered to be unforeseeable
emergencies include the need to send a Participant's child
to college or the desire to purchase a home.
The amount of any such distribution shall be limited to the
amount deemed necessary by the Compensation Committee to
alleviate or remedy the Participant's unforeseeable
emergency. The Trustee shall forthwith distribute such
amounts as directed by the Compensation Committee.
SECTION XI
Distribution in the Event of Significant Change in Tax Law
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11.1 The Compensation Committee may, in its sole discretion,
direct the Trustee to make a partial or total distribution
of amounts in a Participant's Account upon the Participant's
distribution request provided that the Committee has
determined that proposed changes in tax law which are
reasonably anticipated to be passed by Congress would cause
a significant financial impact to the Participant by
adversely affecting the deferred treatment of amounts
invested pursuant to this Plan. Any distribution made under
this paragraph shall be made at the beginning of the
calendar year following receipt of such distribution request
where such request was received at least six months in
advance of such distribution, and if such distribution
request is received less than six months prior to the
beginning of a calendar year, the distribution shall be made
at the beginning of the following calendar year.
SECTION XII
Administration
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12.1 The Compensation Committee may from time to time amend,
suspend, terminate or reinstate any or all of the provisions
of the Plan as may seem necessary or advisable for the
administration of the Plan, provided that no such action
shall affect, without the Participant's written consent, a
Participant's right to receive on a deferred basis funds
previously deferred hereunder.
12.2 The Compensation Committee shall, subject to express
provisions of the Plan, have power to construe the Plan, to
prescribe rules and regulations relating to the Plan and to
make all other determinations necessary or advisable for the
administration of the Plan, and the Compensation Committee
may correct any defect or supply and omission or reconcile
any inconsistency in the Plan in the manner and to the
extent it shall deem expedient to carry it into effect,
provided however, that no such action under this Section
12.2 shall affect, without the Participant's written
consent, a Participant's right to receive on a deferred
basis the funds previously deferred hereunder.
12.3 The Compensation Committee shall ensure that all individuals
entitled to make the election to defer are provided an
election form (in the form annexed hereto as Exhibit 12.3)
at least ninety (90) days before such election must be made
in accordance with Section 4.1 and all such elections must
be received in writing in order to be effective. This
election form shall include the following items, which must
be completed in full in order to be effective:
(a) The amount to be deferred, expressed as a percentage
of Annual Incentive Compensation (if any) or Base
Salary to become payable during the calendar year in
question;
(b) The number of installments for the payment of the
deferred compensation; and
(c) The date of the first installment payment.
12.4 All expenses and costs incurred in connection with the
administration and operation of the Plan shall be borne by
the Company.
SECTION XIII
Funding
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13.1 Benefits under this Plan shall be paid by the Trustee from
the Trust Corpus, provided however, that the Trust Corpus
shall be deemed the general assets of the Company and shall
be subject to the claims of the Company's creditors in the
event of the insolvency of the Company as provided in
Sections 7.6 and 7.7 hereof. This Plan shall be
administered as an unfunded plan which is not intended to
meet the qualification requirements of Section 401 of the
Internal Revenue Code.
13.2 The Company shall be liable to the Participant to make all
payments required under this Plan to the extent such
payments have not been made by the Trustee. Distributions
made from the Trust to or for the Participant pursuant to
the Plan shall, to the extent of such distributions, satisfy
the Company's obligation to pay benefits to such Participant
under this Plan.
SECTION XIV
Special Provisions Applicable to Insiders
---------------------------------------------
Anything in this Plan to the contrary notwithstanding, the
following provisions shall apply to any Participant who is or
becomes a "reporting person"subject to Section 16 of the
Securities Exchange Act of 1934 (an "Insider-Participant") and
shall continue to apply for six months after he or she ceases to
be subject to Section 16.
14.1 Any payment due an Insider-Participant under the Plan shall
be made only in cash. No payment may be made to an Insider-
Participant in the form of equity securities of First
Financial Corporation.
14.2 An Insider-Participant's election to invest, or not to
invest, all or any portion of an amount deferred under this
Plan in First Financial Corporation Common Stock shall be
irrevocable when made as to such deferred amount. Such
investment election shall be made at the time of his or her
deferral election. A different investment election may be
made with respect to each deferred amount.
In the case of a Participant who is not an Insider-
Participant and who thereafter becomes an Insider-
Participant, his or her most recent election, or deemed
election, to invest, or not to invest, in First Financial
Corporation Common Stock prior to becoming an Insider-
Participant shall automatically, upon his or her becoming an
Insider-Participant, and without any action on the part of
the Insider-Participant, the Compensation Committee or any
other party, be deemed irrevocable.
Notwithstanding the foregoing, an Insider-Participant may,
in accordance with Section 7.4, change the allocation of his
or her Participant Account to the extent not invested in
First Financial Corporation Common Stock among any of the
other investment vehicles provided in this Plan.
14.3 Notwithstanding the provisions of section 8.4, an Insider-
Participant may not, as to that portion of his or her
Participant Account invested in First Financial Corporation
Common Stock, request to further defer the date of payment
elected, and the Compensation Committee shall have no
authority to grant any such request if made. The foregoing
shall apply without regard to whether the Insider-
Participant was an Insider-Participant at the time the date
of payment was originally elected under Section 6.1, or
further deferred under Section 8.4, or at the time any
portion of his or her Participant Account was invested in
First Financial Corporation Common Stock.
14.4 No distribution may be made to an Insider-Participant under
Section 10.1 or 11.1 of any portion of his or her
Participant Account invested in First Financial Corporation
Common Stock, without regard to whether the Insider-
Participant was an Insider-Participant at the time any
portion of his or her Participant Account was invested in
First Financial Corporation Common Stock.
14.5 An Insider-Participant may choose to receive payment of
deferred amounts invested in First Financial Corporation
Common Stock only on a fixed date or dates, or incident or
death, retirement, disability or termination of employment,
within the meaning of SEC Rule 16a-1(c)(3)(ii). Any such
election by an Insider-Participant shall be made at the time
of his or her deferral election and shall be irrevocable.
If in the opinion of counsel to the Compensation Committee,
who may be counsel to First Financial Corporation, the
timing and manner of any distribution election made by a
Participant who thereafter becomes an Insider-Participant
with respect to any portion of his or her Participant
Account invested in First Financial Corporation Common Stock
would not satisfy the requirements of SEC Rule 16a-
1(c)(3)(ii), then upon his or her becoming an Insider-
Participant, each such election shall automatically, and
without any action on the part of the Insider-Participant,
the Compensation Committee or any other party, be deemed
irrevocably amended to provide, as to that portion of his or
her Participant Account invested in First Financial
Corporation Common Stock, for payment in a lump sum six
months after such Insider-Participant's death, retirement,
disability or other termination of employment. The
foregoing shall not apply to any such distribution election
that is amended, with the consent of the Compensation
Committee, prior to the time the Participant becomes an
Insider-Participant to satisfy the requirements of SEC Rule
16a-1(c)(3)(ii), provided that the Compensation Committee
has received, prior to giving its consent to any such
amendment, an opinion of counsel, who maybe counsel to First
Financial Corporation, that such amended distribution
election would satisfy the requirements of such SEC Rule and
would not result in the constructive receipt of income to
the Participant.
14.6 It is intended that as to Insider-Participants, any amounts
deferred pursuant to, and any securities, rights or
interests created under, this Plan be excluded from the
definition of "derivative security" pursuant to SEC Rule
16a-1(c)(3)(ii). Accordingly, no Plan or Trust amendment
and no action under the Plan or Trust shall become effective
if, in the opinion of counsel to the Compensation Committee,
who may be counsel to First Financial Corporation, such
amendment or action could cause such exclusion to become
unavailable, unless such counsel also opines that Insider-
Participants will, nevertheless, not be subject to avoidable
liability under Section 16.
SECTION XV
Execution
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IN WITNESS HEREOF, First Financial Corporation by its proper
officer duly authorized, has caused these presents to be
executed, on the date hereinafter set forth.
FIRST FINANCIAL CORPORATION
DATE: January 1, 1993 By: /s/ John C. Seramur
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John C. Seramur, President
ATTEST:
/s/ Robert M. Salinger
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Robert M. Salinger, Secretary
MARSHALL & ILSLEY TRUST COMPANY,
TRUSTEE
DATE: July 1, 1993 By: /s/ Russell G. Odenbeck
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Title: Vice President
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ATTEST:
/s/ Forrest Dupre
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Trust Officer