FIRST FINANCIAL CORPORATION
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The  undersigned  shareholder of First  Financial  Corporation  ("FFC")
hereby  appoints John C. Seramur and Robert S.  Gaiswinkler,  or either of them,
with full power of  substitution in each, as proxies to cast all votes which the
undersigned   shareholder  is  entitled  to  cast  at  the  special  meeting  of
shareholders (the "FFC Meeting") to be held on __________,  January __, 1995, at
10:00 a.m.  local time,  at the Holiday  Inn,  1501 North Point  Drive,  Stevens
Point,  Wisconsin,  and at any adjournments thereof, upon the following matters.
The  undersigned  shareholder  hereby  revokes  any proxy or proxies  heretofore
given.

         1.  Approval of the  issuance of up to  5,500,000  shares of FFC Common
Stock in connection  with the acquisition of FirstRock  Bancorp,  Inc. by FFC if
such  issuance  constitutes  20% or more of the then  outstanding  shares of FFC
Common Stock.

                                     FOR           AGAINST      ABSTAIN
                                      o               o            o

         2.  Approval of  adjournment  of the FFC Meeting if necessary to permit
further  solicitation of proxies in the event there are not sufficient  votes at
the time of the FFC Meeting to approve the issuance of up to 5,500,000  share of
FFC Common  Stock;  and to transact  such other  business as may  properly  come
before the FCC Meeting, or any adjournments thereof.

                                    FOR           AGAINST      ABSTAIN
                                      o               o            o

             (continued and to be signed and dated on reverse side)







         This proxy will be voted as  directed by the  undersigned  shareholder.
UNLESS CONTRARY  DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND
FOR PROPOSAL 2, AND IN ACCORDANCE  WITH THE  DETERMINATION  OF A MAJORITY OF THE
BOARD OF DIRECTORS AS TO OTHER MATTERS.  The undersigned  shareholder may revoke
this  proxy  at any time  before  it is voted  by  delivering  to the  Corporate
Secretary  of FFC either a written  revocation  of the proxy or a duly  executed
proxy  bearing a later date,  or by  appearing  at the FFC Meeting and voting in
person. The undersigned shareholder hereby acknowledges receipt of the Notice of
Special Meeting and the Joint Proxy Statement/Prospectus.

         If you  receive  more than one proxy  card,  please sign and return ALL
cards in the accompanying envelope.

                Date:____________________________________________________

                ---------------------------------------------------------
                Signature of Shareholder or Authorized Representative

         Please date and sign exactly as the name appears hereon. Each executor,
administrator,  trustee,  guardian,  attorney-in-fact and other fiduciary should
sign and indicate his or her full title.  Only one  signature is required in the
case of stock ownership in the name of two or more persons,  but all should sign
if possible.