FIRSTROCK BANCORP, INC.
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned  shareholder of FirstRock Bancorp,  Inc.  ("FirstRock")
hereby appoints ________________ and _____________, 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  "FirstRock  Meeting") to be held on __________,  January __,
1995, at 10:00 a.m.  central  standard  time, at the Assembly Hall at Riverfront
Museum Park, 711 North Main Street, Rockford,  Illinois, and at any adjournments
thereof, upon the following matters. The undersigned  shareholder hereby revokes
any proxy or proxies heretofore given.

         1.  Approval of the Agreement  and Plan of  Reorganization  dated as of
October 26, 1994, as amended,  among First Financial Corporation ("FFC"),  First
Financial Acquisition Company  ("Acquisition Co.") and FirstRock,  including the
Agreement and Plan of Merger attached thereto ("Acquisition Agreement") pursuant
to which FFC will  acquire  FirstRock  through a merger of  Acquisition  Co. and
FirstRock (the  "Acquisition"),  with each outstanding  share of common stock of
FirstRock to be converted upon consummation of the Acquisition into the right to
receive and be  exchangeable  for such number of shares  (rounded to the nearest
ten thousandth of a share) of FFC common stock,  par value $1.00 per share ("FFC
Stock") as shall be equal to (i)  Twenty-Seven  Dollars  and Ten Cents  ($27.10)
divided by (ii) the average of closing  trade  prices  ("Average  Price") of FFC
Stock on The  Nasdaq  Stock  Market's  National  Market  System  during the last
fifteen  trading  days  on  which  reportable  sales  of FFC  Stock  took  place
immediately  prior to, but not  including,  the third  business day prior to the
consummation  of the  transaction,  together  with  cash in lien of
fractional  shares,  subject  to  adjustment  in  accordance  with the terms and
conditions of the Acquisition Agreement.
                          FOR       AGAINST     ABSTAIN
                           o           o           o
         2. Approval of  adjournment  of the  FirstRock  Meeting if necessary to
permit  further  solicitation  of proxies in the event there are not  sufficient
votes at the time of the FirstRock Meeting to approve the Acquisition Agreement;
and to transact  such other  business as may properly  come before the FirstRock
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  FirstRock  either a  written  revocation  of the  proxy or a duly
executed  proxy bearing a later date,  or by appearing at the FirstRock  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.