SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-12
FIRST FINANCIAL CORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
FIRST FINANCIAL CORP
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------

(3) Filing party:

- --------------------------------------------------------------------------------

(4) Date filed:

- --------------------------------------------------------------------------------
2
FIRST FINANCIAL CORPORATION
ONE FIRST FINANCIAL PLAZA
P.O. BOX 540
TERRE HAUTE, INDIANA 47808

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 2001

Notice is hereby given that, pursuant to the call of its Directors, an
Annual Meeting of Shareholders of First Financial Corporation ("Corporation")
will be held on April 18, 2001 at 11:00 o'clock a.m., local time, at One First
Financial Plaza, Terre Haute, Indiana.

The purposes of the meeting are:

(1) To elect Walter A. Bledsoe, William H. Niemeyer and Donald E. Smith to
the Board of Directors of the Corporation for a three (3) year term to
expire in 2004; and

(2) To transact such other business as may properly be presented at the
meeting.

Only shareholders of record at the close of business on March 14, 2001 will
be entitled to notice of and to vote at the meeting.

By Order of the Board of Directors

DONALD E. SMITH
Chairman of the Board and President

March 19, 2001

IMPORTANT - PLEASE MAIL YOUR PROXY PROMPTLY
-------------------------------

IN ORDER THAT THERE MAY BE PROPER REPRESENTATION AT
THE MEETING, YOU ARE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

3
PROXY STATEMENT OF
FIRST FINANCIAL CORPORATION
One First Financial Plaza
P.O. Box 540
Terre Haute, Indiana 47808
(812) 238-6000

--------------------------

ANNUAL MEETING OF SHAREHOLDERS
to be held April 18, 2001

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of First Financial Corporation (the "Corporation") of Proxies
for use at an Annual Meeting of Shareholders of the Corporation to be held on
April 18, 2001, at 11:00 a.m. at One First Financial Plaza, Terre Haute,
Indiana, and at any and all adjournment of such meeting. This Proxy Statement
and accompanying form of proxy were first mailed to the shareholders on or about
March 19, 2001.

The Corporation is a multi-bank holding company which owns Terre Haute First
National Bank ("Terre Haute First"), First State Bank, First Citizens State
Bank, First Farmers State Bank, First Ridge Farm State Bank, First Parke State
Bank, First National Bank of Marshall, First Crawford State Bank, The Morris
Plan Company of Terre Haute, Inc., and First Financial Reinsurance Company, Ltd.

Only shareholders of record as of March 14, 2001, will be entitled to notice of,
and to vote at, the Annual Meeting. As of March 14, 2001 the Corporation had
issued and outstanding 6,694,237 shares of common stock, which were held by
approximately 1,070 shareholders of record. There are no other outstanding
securities of the Corporation entitled to vote. For the matters to be voted on
at this Annual Meeting, each share is entitled to one vote, exercisable in
person or by proxy.

The presence, in person or by proxy, of a majority of the outstanding shares of
Common Stock is necessary to constitute a quorum. Shares voting, abstaining or
withholding authority to vote on any issue will be counted as present for
purposes of determining a quorum. Approval of a plurality of the votes cast at
the meeting, assuming a quorum is present, is required for election of each
nominated director. Action on any other matters to come before the meeting must
be approved by an affirmative vote of a majority of the shares present, in
person, or by proxy. Abstentions, broker non-votes, and instructions on the
accompanying proxy card to withhold authority to vote for one or more of the
named nominees will result in the respective nominee receiving fewer votes.

The cost of soliciting proxies will be borne by the Corporation. In addition to
use of the mails, proxies may be solicited personally or by telephone by
officers, directors and certain employees who will not be specially compensated
for such soliciting.

Any shareholder giving a proxy has the right to revoke it at any time before it
is exercised. Therefore, execution of the proxy will not affect the
shareholder's right to vote in person if he or she attends the meeting.
Revocation may be made prior to the meeting (i) by written notice sent to
Michael A. Carty, Secretary, First Financial Corporation, One First Financial
Plaza, P.O. Box 540, Terre Haute, Indiana 47808, (ii) personally upon oral or
written request at the Annual Meeting, or (iii) by duly executing a proxy
bearing a later date.

The shares represented by proxies will be voted as instructed by the
shareholders giving the proxies. In the absence of specific instructions to the
contrary, proxies will be voted in favor of the election as directors of the
three (3) persons named as nominees in this Proxy Statement. If for any reason
any of the director/nominees becomes unable or is unwilling to serve at the time
of the meeting (an event which the Board of Directors does not anticipate), the
persons named as proxies in the accompanying form of proxy will have
discretionary authority to vote for a substitute nominee or nominees named by
the Board of Directors if the Board of Directors elects to fill such nominees'
positions. Any other matters that may properly come before the meeting will be
acted upon by the persons named as proxies in the accompanying form of proxy in
accordance with their discretion.

ELECTION OF DIRECTORS

The Board of Directors is currently composed of twelve (12) members. The
Corporation's Articles of Incorporation divide the Board of Directors into three
classes, as nearly equal in size as possible, with one class of directors
elected each year for a term extending to the third succeeding Annual Meeting
after such election. The nominees for election as director are nominated to
serve for terms to expire in 2004. Each nominee is currently a director of the
Corporation whose current term as a director will expire in 2001. The following
information is provided concerning each nominee and each incumbent director
continuing in office.

4
NOMINEES FOR TERMS TO EXPIRE IN 2004
- ------------------------------------

SHARES OF COMPANY COMMON STOCK
NAME, AGE AND PRINCIPAL OCCUPATION DIRECTOR BENEFICIALLY OWNED ON MARCH 9, 2001
DURING THE PAST FIVE YEARS SINCE NUMBER PERCENT OF CLASS(1)
- ------------------------------------------------------------------------------------------------------------------------

Walter A. Bledsoe, 85 1983* 14,991 .22%
Personal Investments

William A. Niemeyer, 78 1983* 11,880 .18%
President of Niemeyer Coal Co.

Donald E. Smith, 74, Chairman of the Board 1983* 70,808 1.06%
and President; President of Terre Haute
First National Bank, 1974 through 1995

INCUMBENT MEMBERS OF THE BOARD OF DIRECTORS
WHOSE TERMS EXPIRE IN 2002
- --------------------------

B. Guille Cox, Jr., 55 1987 42,748 .64%(2)
Attorney-at-Law with Cox Zwerner Gambill & Sullivan

Anton H. George, 41 1989 309 .01%
President of Indianapolis Motor Speedway Corp.;
Director of Indiana Energy, Inc.

Gregory L. Gibson, 38 1994 32,949 .49%
President of ReTec, Inc.

Virginia L. Smith, 52 1987 3,067 .05%
President of R.J. Oil, Inc.

INCUMBENT MEMBERS OF THE BOARD OF DIRECTORS
WHOSE TERMS EXPIRE IN 2003
- --------------------------

Thomas T. Dinkel, 50 1989 5,419 .08%
President of Sycamore Engineering, Inc.

Mari H. George, 65 1989 231 .01%
Chairman of Indianapolis Motor Speedway Corp.

Norman L. Lowery, 54, Vice Chairman 1989 6,652 .10%(3)
of the Board; President of Terre Haute First
(effective January, 1, 1996); Attorney-at-Law
with Wright Shagley & Lowery through 1995

Patrick O'Leary, 64 1983* 25,000 .37%
President of Contract Services, LLC

Chapman J. Root II, 51 1989 16,970 .25%
President of Root Organization;
Director of International Speedway Corp.

* First Financial Corporation was formed in 1983.

OTHER EXECUTIVE OFFICERS OF THE CORPORATION
- -------------------------------------------
Steven C. Watts, 50, Chief Credit Officer - -
Vice President of Terre Haute First National Bank (4)

Stanley V. Hart, 58, Chief Operations Officer 11,222 .17%
Senior Vice President of Terre Haute First National Bank

Michael A. Carty, 50, Secretary/Treasurer 5,782 .09%
Senior Vice President & CFO of Terre Haute First National Bank

All Directors and Executive Officers as a group have 260,407 shares, which is
3.89% of the shares outstanding. This includes shares held for the accounts of
Donald E. Smith, Norman L. Lowery, W. Edward Jukes, Stanley V. Hart and Michael
A. Carty in the First Financial Corporation Employee Stock Ownership Plan. Mr.
W. Edward Jukes, who owns 12,369 (.18%) shares, retired as Chief Credit Officer,
Senior Vice President of Terre Haute First National Bank, in January 2001.

5
(1) The information contained in this column is based upon stockholder records
of the Corporation and information furnished to the Corporation by the
individuals identified above.

(2) Mr. Cox, under certain circumstances, has the power, with the consent of
others, to vote an additional 189,402 shares (2.83%). These shares are not
reflected in the amount on the previous page.

(3) Mr. Lowery has the power to vote an additional 66, 667 (1.00%) shares as
co-trustee of the Root Children's Business Trust. These shares are not reflected
in the amount on the previous page.

(4) Mr. Watts was employed by the Corporation in January 2001. Prior to joining
the Corporation he had served as a Regional President for Republic Bank and
Norwest Bank, Indiana.

ADDITIONAL INFORMATION CONCERNING BOARD OF DIRECTORS
- ----------------------------------------------------

ATTENDANCE AT MEETINGS. During 2000 the Board of Directors of the Corporation
held 12 regular meetings and a total of 18 meetings. No incumbent director
attended fewer than 75% of the aggregate number of Board meetings and meetings
on committees on which he or she served except Mari H. George, who attended
42%, and Chapman J. Root II, who attended 58% of the meetings.

CERTAIN RELATIONSHIPS. Certain family relationships exist among the directors of
the Corporation. Donald E. Smith is the father of Virginia L. Smith and
father-in-law of Norman L. Lowery. Mari H. George is the mother of Anton H.
George. There are no arrangements or understandings between any of the directors
pursuant to which any of them have been selected for their respective
positions.

COMMITTEES. The Board of Directors had no standing nominating committee or any
committee performing similar functions during 2000; such functions are performed
by the Board of Directors as a whole.

The Corporation's Examining Committee, which consisted of Anton H. George,
Thomas T. Dinkel and Patrick O'Leary in 2000, reviews the Corporation's
accounting functions, operations and management and the adequacy and
effectiveness of the internal controls and internal auditing methods and
procedures. This Committee recommends to the Board the appointment of the
independent public accountants for the Corporation. This Committee met four
times during 2000.

The Corporation's Compensation Committee, which consists of Messrs. A. George,
O'Leary, Lowery, Niemeyer, D. Smith, and V. Smith, overviews the compensation of
the officers of subsidiary banks and recommends salaries and bonus amounts to
the full Board of Directors. Such Committee met four times in 2000.

COMPENSATION OF DIRECTORS. Directors of the Corporation received a fee of $500
per meeting attended during 2000. Each individual director who is not an
officer of the Corporation or its subsidiaries and is a member of the Board of
Directors of a subsidiary is compensated by that subsidiary for their service to
that subsidiary. All directors of the Corporation are also directors of Terre
Haute First. As directors of Terre Haute First, they received a fee in 2000 of
$500 for each meeting attended and a semi-annual fee of $2,500. In addition,
directors of Terre Haute First, other than those employed by Terre Haute First,
receive a fee of $300 for each Loan Discount Committee meeting attended.
Directors of Terre Haute First who are not yet seventy (70) may elect to
participate in a deferred director's fee program, pursuant to which, each year,
for five years, $6,000 of director's fees are deferred until the participant
reaches the age of sixty-five (65) or seventy (70), at which point the director
is entitled to receive agreed upon benefit payments over a ten year period. For
2000, the allocated cost of the deferred director's fees was $87,303.

COMPENSATION OF OFFICERS

COMPENSATION COMMITTEE REPORT
- -----------------------------
Decisions on compensation of the Corporation's executives are made by the
Compensation Committee of the Board, which also serves as the Compensation
Committee of Terre Haute First. Each member of the Compensation Committee,
except Mr. Smith and Mr. Lowery, was a non-employee director. All decisions of
the Compensation Committee relating to the compensation of the Corporation's
executive officers are reviewed by the full Board. Pursuant to rules of the
Securities and Exchange Commission designed to enhance disclosure of
corporation policies toward executive compensation, set forth below is a report
submitted by Messrs. O'Leary (Chairman), A. George, Lowery, Niemeyer, D. Smith
and V. Smith, in their capacity as the Board's Compensation Committee addressing
the Corporation's compensation policies for 2000 as they affected Mr. Smith and
Messrs. Lowery, Jukes, Hart and Carty the other executive officers other than
Mr. Smith who, for 2000, were the Corporation's most highly paid executive
officers whose total annual salary and bonus exceeded $100,000.

COMPENSATION POLICIES TOWARD EXECUTIVE OFFICERS. The Compensation Committee's
executive compensation policies are designed to provide competitive levels of
compensation to the executive officers and to reward officers for satisfactory
individual performance and for satisfactory performance of the Corporation as
a whole. There are no established goals or standards relating to performance of
the Corporation which have been utilized in setting compensation of individual
employees.

BASE SALARY. Each executive officer is reviewed individually by the Compensation
Committee, which review includes an analysis of the performance of the
Corporation and Terre Haute First. In addition, the review includes, among other
things, an

6
analysis of the individual's performance during the past fiscal year, focusing
primarily upon the following aspects of the individual's job or characteristics
of the individual exhibited during the most recent fiscal year: quality and
quantity of work; supervisory skills; dependability; initiative; attendance;
overall skill level; and overall value to the Corporation.

ANNUAL BONUS AMOUNTS. The Compensation Committee determines whether a bonus
should be paid based primarily upon the overall performance of the Corporation.
For 2000, Mr. Smith received a bonus of $150,000 and Messrs. Lowery, Jukes, Hart
and Carty each received a bonus equal to 30.7%, 9.4%, 11.8% and 12.6% of their
respective salary, or $100,000, $12,000, $14,500 and $15,000, respectively.

OTHER COMPENSATION PLANS. At various times in the past the Corporation has
adopted certain broad-based employee benefit plans in which the executive
officers are permitted to participate on the same terms as other corporation
employees who meet applicable eligibility criteria, subject to any legal
limitations on the amount that may be contributed or the benefits that may be
payable under the plans.

BENEFITS. The Corporation provides medical and pension benefits to the executive
officers that are generally available to other Corporation employees. The amount
of perquisites, as determined in accordance with the rules of the Securities and
Exchange Commission relating to executive compensation, did not exceed 10% of
salary and bonus for fiscal 2000.

MR. SMITH'S 2000 COMPENSATION. Regulations of the Securities and Exchange
Commission require that the Compensation Committee disclose the Committee's
basis for compensation reported for Mr. Smith in 2000. Mr. Smith's salary and
bonus are determined in the same manner as discussed above for other
executive, except that $75,000 of Mr. Smith's' $150,000 bonus was made in
connection with an employment agreement providing for a split-dollar life
insurance arrangement between the Corporation, Terre Haute First and Mr. Smith.
The Compensation Committee believes that Mr. Smith has managed the Corporation
well.

MEMBERS OF THE 2000 COMPENSATION COMMITTEE

Anton H. George Norman L. Lowery William A. Niemeyer
Patrick O'Leary Donald E. Smith Virginia L. Smith

COMPENSATION COMMITTEE INSIDER PARTICIPATION
- --------------------------------------------
During the past fiscal year, Mr. Smith, the Chief Executive Officer and Mr.
Lowery, the Vice-Chairman, served on the Compensation Committee but did not
participate in any discussion or voting with respect to the salaries or bonuses
of either Mr. Smith or Mr. Lowery. Moreover, Mr. Smith and Mr. Lowery excused
themselves from the room during the discussion by the Compensation Committee
of the compensation of both Mr. Smith and Mr. Lowery.

SUMMARY COMPENSATION TABLE
- --------------------------

The following table sets forth for the fiscal years ending December 31, 2000,
1999, and 1998 the cash compensation paid by the Corporation, as well as certain
other compensation paid or awarded during those years, to the Chief Executive
Officer and any other executive officer whose total annual salary and bonus
exceeded $100,000 during the fiscal year ended December 31, 2000.

- --------------------------------------------------------------------------------------------------------
NAME AND ANNUAL COMPENSATION (1)
PRINCIPAL POSITION YEAR SALARY BONUS (2) ALL OTHER COMPENSATION (3)
- --------------------------------------------------------------------------------------------------------

Donald E. Smith 2000 $400,000 $150,000 $22,278(4)
President, CEO 1999 $318,779 $125,000 $17,081
and Chairman 1998 $306,518 $125,000 $12,879
- --------------------------------------------------------------------------------------------------------
Norman L. Lowery 2000 $325,000 $100,000 $ 4,895(4)
Vice Chairman 1999 $247,520 $75,000 $ 4,895
1998 $238,000 $40,000 $ 4,395
- --------------------------------------------------------------------------------------------------------
W. Edward Jukes 2000 $127,411 $12,000 $ 1,800(4)
Chief Credit Officer (5) 1999 $122,511 $14,701 $ 1,800
1998 $117,779 $11,780 $ 1,650
- --------------------------------------------------------------------------------------------------------
Stanley V. Hart 2000 $122,454 $14,500 $ 2,535(4)
Senior Vice President 1999 $117,744 $14,129 $ 2,500
1998 $113,215 $11,322 $ 1,960
- --------------------------------------------------------------------------------------------------------
Michael A. Carty 2000 $118,500 $15,000 $ 1,200(4)
Secretary & Treasurer 1999 $109,572 $13,748 $ 1,200
1998 $100,550 $10,050 $ 918
- --------------------------------------------------------------------------------------------------------

7
(1) While officers enjoy certain perquisites, such perquisites do not exceed the
lesser of $50,000 or 10% of such officer's salary and bonus and are not required
to be disclosed by applicable rules of the Securities and Exchange Commission.

(2) The bonus amounts are payable pursuant to determinations made by the
Compensation Committee of the Corporation, as described in the Compensation
Committee Report.

(3) These amounts include Corporation payments for the years noted on behalf of
the above-named individuals (except Mr. Smith) pursuant to a life insurance
program (Life Insurance Program) for the executive officers of Terre Haute
First. Under the Life Insurance Program, Terre Haute First purchased a life
insurance policy on behalf of each executive officer of Terre Haute First. The
policy is owned by the individual and will be paid at age 65 for those that were
55 or older, and at age 60 for those who are less than 55 years of age at the
time the program was started. The annual cost of this insurance for those
reported (except for Mr. Smith) was as follows: $4,895 for Mr. Lowery; $1,800
for Mr. Jukes; $2,535 for Mr. Hart; and $1,200 for Mr. Carty.

Mr. Smith no longer participates in the group term life insurance policy of the
Corporation (which coverage would terminate upon his retirement). The
Corporation paid for its portion of a separate split-dollar life insurance
policy for Mr. Smith in 2000, which will continue to be in effect following his
retirement as an executive officer of the Corporation and Terre Haute First. In
2000, the dollar value of the benefit to Mr. Smith of the premium paid by the
Corporation and Terre Haute First in connection with such policy, which was
issued pursuant to an Employment Agreement between the Corporation, Terre Haute
First, and Mr. Smith, was $22,278 (which amount is included in the amount
reported for Mr. Smith above). The Corporation expects to recover the premiums
it pays for this split-dollar policy from the proceeds of such policy.

(4) Allocations to the named individual's respective account in the
Corporation's Employee Stock Ownership Plan ("ESOP") for 2000, which are
properly includable in this column, were not calculable as of the date of this
Proxy Statement. Such amounts for 1999 were as follows: $8,112 for Mr. Smith;
$8,112 for Mr. Lowery $7,179 for Mr. Jukes, $6,812 for Mr. Hart and $6,347 for
Mr. Carty.

(5) Mr. Jukes retired in January 2001.

EMPLOYEE BENEFIT PLANS
- ----------------------
EMPLOYEE STOCK OWNERSHIP PLAN. The Corporation sponsors the First Financial
Corporation Employee Stock Ownership Plan ("ESOP") and the First Financial
Corporation Employees' Pension Plan ("Pension Plan") for the benefit of
substantially all of the employees of the Corporation and its subsidiaries. As
discussed below, these plans constitute a "floor offset" retirement program.

The Pension Plan is a defined benefit "floor" plan which provides each
participant with a minimum benefit or "floor" which is offset by the benefit
provided by the ESOP. Thus, if a participant's benefit under the ESOP is
insufficient to fund the minimum "floor" of benefits specified by the Pension
Plan, the Pension Plan will make up the difference. If a participant's benefit
under the ESOP is higher than the minimum or "floor" benefit under the Pension
Plan, the participant receives the higher benefit under the ESOP.

All employees of the Corporation and its subsidiaries become participants in the
ESOP after completing one year of service for the Corporation or its
subsidiaries and attaining age 21. Under the terms of the ESOP, the Corporation
or its subsidiaries, as participating employers, may contribute Corporation
common stock to the ESOP or contribute cash to the ESOP which will be primarily
invested in the Corporation's common stock. The amount of contributions, when
they are made, is determined by the Board of Directors of the Corporation. No
participant contributions are required or allowed under the ESOP.

For a discussion of the forms in which benefits may be distributed under the
ESOP, see the discussion under "Defined Benefit Plan" below.

Participants have the right to direct the voting of the shares of the
Corporation's stock allocated to their accounts under the ESOP on all corporate
matters.

For the year ended December 31, 2000, the Corporation contributed $750,000 to
the ESOP. The cash will be allocated to the individual ESOP accounts of the
participants effective as of December 31, 2000, although no allocation to the
individual accounts had been made or calculated as of the date of mailing of
this Proxy Statement.

DEFINED BENEFIT PLAN. As described above, the Pension Plan was adopted in
conjunction with, but is separate from, the ESOP. Employees become participants
in the Pension Plan after completing one year of service for the Corporation or
its subsidiaries and attaining age 21. All employees of the Corporation and its
subsidiaries are eligible to become participants. No participant contributions
are required or allowed under the Pension Plan. The Pension Plan, in conjunction
with the ESOP, is designed to provide participants with a minimum retirement
benefit.

The monthly guaranteed minimum benefit under the Pension Plan is reduced by the
monthly benefit derived from the participant's vested portion of his ESOP
account balance, calculated by the actuary for the Pension Plan as a single life
annuity. The normal retirement benefit will begin at age 65 and be paid monthly
for as long as the participant lives.

8
DEFINED BENEFIT PLAN. As described above, the Pension Plan was adopted in
conjunction with, but is separate from, the ESOP. Employees become participants
in the Pension Plan after completing one year of service for the Corporation or
its subsidiaries and attaining age 21. All employees of the Corporation and its
subsidiaries are eligible to become participants. No participant contributions
are required or allowed under the Pension Plan. The Pension Plan, in conjunction
with the ESOP, is designed to provide participants with a minimum retirement
benefit.

The normal form of retirement benefit under the ESOP and Pension Plan is a
monthly life annuity. A married participant will receive an actuarially
equivalent joint and 50% survivor annuity (a monthly payment for the
participant's life with the surviving spouse receiving 50% of that amount for
life), unless the participant otherwise elects and the participant's spouse
consents to such election. A participant may also elect to receive his
retirement income from the ESOP and Pension Plan in the form of: a monthly
income payable for life; a monthly income payable for life with either 50%,
66-2/3%, or 100% of the participant's benefit paid to the participant's
designated beneficiary starting upon the participant's death and continuing for
as long as the beneficiary lives; or a monthly income payable for life with 60,
120 or 180 monthly payments guaranteed, provided that the number of guaranteed
monthly payments cannot be for a period greater than the joint life expectancy
of the participant and his spouse. The ESOP also provides that a participant's
benefit may be distributed in a single lump sum or substantially equal monthly,
quarterly or annual installments over a period which does not exceed the
participant's life expectancy (or the joint life expectancy of the participant
and his spouse). However, a participant may deem that all or any part of the
distribution from the ESOP be made in whole shares of the Corporation's common
stock prior to the date specified for distribution, with any fractional shares
distributed in cash.

The following table shows the estimated annual benefits payable under the
Pension Plan upon retirement at age 65 in 2000 for various periods of Benefit
Service at specified levels of remuneration. The benefit amounts presented in
the totals are annual straight life annuity amounts without deduction for social
security or other offset amounts and without regard for the benefit limitations
of the Internal Revenue Code. A participant's Final Average Annual Compensation
shown under the Pension Plan is generally based on the compensation set forth in
the Summary Compensation Table.

-----------------------------------------------------------------------------------------------
ESTIMATED MINIMUM ANNUAL RETIREMENT BENEFIT
-----------------------------------------------------------------------------------------------
FINAL AVERAGE ANNUAL COMPENSATION
-----------------------------------------------------------------------------------------------
YEARS OF
BENEFIT 300K
SERVICE 70K 100K 130K 160K 190K 220K 250K OR MORE
-----------------------------------------------------------------------------------------------

10 $16,131 $24,081 $32,031 $ 39,981 $ 47,931 $ 55,881 $ 63,831 $ 77,081
-----------------------------------------------------------------------------------------------
20 32,262 48,162 64,062 79,962 95,862 111,762 127,662 154,162
-----------------------------------------------------------------------------------------------
30 41,394 62,244 83,094 103,944 124,794 145,644 166,494 201,244
-----------------------------------------------------------------------------------------------
40 42,459 64,284 86,109 107,934 129,759 151,584 173,409 209,784
-----------------------------------------------------------------------------------------------

Maximum benefits under the Pension Plan are subject to the annual limitation
($130,000 for 2000) imposed on qualified plans by the Internal Revenue Code
("IRC"). The maximum compensation which may be taken into account for any
purpose under the Pension Plan is limited by the Internal Revenue Code to
$170,000 for 2000. The Corporation implemented a nonqualified supplemental
retirement plan effective January 1, 1997 to replace benefits lost due to the
IRC limitations on benefits and compensation noted above. The above table
includes benefits from both the qualified and nonqualified plans. Hence, neither
limit has been taken into account in the calculation of the estimated annual
retirement benefits shown.

Under the Pension Plan, the executive officers of the Corporation named in the
Summary Compensation Table under "COMPENSATION OF OFFICERS" have the following
current years of benefit service: Stanley V. Hart - 39 years; Donald E. Smith -
32 years; Michael A. Carty - 24 years; W. Edward Jukes - 11 years; and Norman L.
Lowery - 5 years.

TRANSACTIONS WITH MANAGEMENT

Directors and principal officers of the Corporation and their associates were
customers of, and have had transactions with, the Corporation and its subsidiary
banks in the ordinary course of business during 2000. Comparable transactions
may be expected to take place in the future.

During 2000 various directors and officers of the Corporation and their
respective associates were indebted to the subsidiary banks from time to time.
These loans were made in the ordinary course of business on substantially the
same terms, including

9
interest rates and collateral, as those prevailing at the time for similar
transactions with other persons and did not involve more than the normal risk of
collectability or present other unfavorable features. The law offices of B.
Guille Cox, Jr., in which Mr. Cox is a partner, were paid legal fees by the
Corporation and its subsidiaries for the fiscal year ending December 31, 2000.

COMPARATIVE PERFORMANCE GRAPH

The following graph compares cumulative total shareholder return on the
Corporation's common stock over the last five fiscal years with the returns of
the Russell 2000 Index, comprised of the smallest 2000 companies of the Russell
3000 Index which includes the 3000 largest market capitalization corporations
and the SNL $1B - $5B Bank Index developed by SNL Securities LC which includes
all bank stocks with total assets in this size range. The graph assumes $100.00
was invested on January 1, 1996 in the Corporation's common stock and in each of
the indices shown, and the reinvestment of all dividends.

YEAR RUSSELL 2000 SNL $1B - $5B FFC
1995 100.00 100.00 100.00
1996 114.76 129.63 123.31
1997 138.31 216.19 200.62
1998 133.54 215.69 172.70
1999 159.75 198.23 145.94
2000 153.03 224.95 113.55

EMPLOYMENT CONTRACTS

On January 3, 1995, the Corporation, Terre Haute First, and Mr. Smith entered
into an Employment Agreement ("Agreement") whose term expired on December 31,
2000 (and as provided in the Agreement will be renewed for a successive one (1)
year term as agreed upon by the parties). The Agreement provides that Mr. Smith
will serve as President and Chief Executive Officer of the Corporation during
the term of the agreement and perform such other duties as may be established by
the Board of Directors of the Corporation and Terre Haute First. Under the terms
of the Agreement, Mr. Smith will be paid an annual salary as set by the Board of
Directors of the Corporation and Terre Haute First. In addition, the Agreement
requires that the Corporation and Terre Haute First establish a split-dollar
life insurance arrangement with Mr. Smith, which will insure the lives of Mr.
Smith and his spouse. Under the terms of the Agreement, the Corporation and
Terre Haute First expect to recover the premiums they pay for such policy from
the proceeds of such policy.

Effective January 1, 1997, Terre Haute First entered into an Employment
Agreement with Norman L. Lowery, its President and Chief Executive Officer. The
Employment Agreement is a five-year agreement and extends annually for an
additional one-year term to maintain its five-year term if Terre Haute First's
Board of Directors determines to so extend it. Under the Employment Agreement,
Mr. Lowery receives an initial annual salary equal to his current salary subject
to increases approved by the Board of Directors. The Employment Agreement also
provides, among other things, for Mr. Lowery's participation in other bonus and
fringe benefit plans available to the Corporation's and Terre Haute First's
employees. Mr. Lowery may terminate his employment upon ninety (90) days'
prior written notice to Terre Haute First. Terre Haute First may discharge Mr.
Lowery for just cause (as defined in the Employment Agreement) at any time or in
certain events specified by applicable law or regulations.

If Terre Haute First terminates Mr. Lowery's employment for other than just
cause or Mr. Lowery is constructively discharged and such termination does not
occur within twelve months after a change in control of Terre Haute First or the
Corporation, the Employment Agreement provides for Mr. Lowery's receipt in a
lump-sum or periodic payments of an amount equal to the sum of (A) Mr. Lowery's
base salary through the end of the then-current term, plus (B) in Mr. Lowery's
sole discretion and in lieu of continued participation in Terre Haute First's
fringe benefit and retirement plans, cash in an amount equal to the cost of
obtaining all health, life, disability, retirement and other benefits, which
Mr. Lowery would otherwise be eligible to receive if he

10
continued to participate in those plans through the end of the then-current
term. In the event Terre Haute First terminates Mr. Lowery's employment for
other than just cause or Mr. Lowery is constructively discharged within 12
months following a change in control of Terre Haute First or the Corporation,
the Employment Agreement provides for Mr. Lowery's receipt of a lump-sum payment
of an amount equal to the difference between (A) the product of 2.99 times his
"base amount" (as defined in Section 280G(b)(3) of the Internal Revenue Code of
1986, as amended (the "Code") and (B) the sum of any other parachute payments,
as determined under Section 280G(b)(2) of the Code, in addition to the benefits
described above which he would receive if the termination did not occur within
12 months following a change in control.

If the payments provided for under the Employment Agreement, together with any
other payments made to Mr. Lowery by Terre Haute First, are determined to be
payments in violation of the "golden parachute" rules of the Code, such payments
will be reduced to the largest amount which would not cause Terre Haute First to
lose a tax deduction for such payments under those rules. As of the date hereof,
the cash compensation that would be paid to Mr. Lowery under the Employment
Agreement if such agreement were terminated within 12 months after a change in
control of Terre Haute First would be $1,068,925, plus all other amounts he
would otherwise be due under the Employment Agreement for the balance of its
term.

REPORT OF THE EXAMINING COMMITTEE

In accordance with its written charter adopted by the Board of Directors, the
Examining Committee of the Board ("Committee") assisted the Board in fulfilling
its responsibility for oversight of the quality and integrity of the accounting,
auditing and financial reporting practices of the Corporation. A copy of the
charter of the Examining Committee is attached to this proxy statement as
Exhibit A. All of the members of the Committee are independent, as defined in
the Corporation's listing requirements, from management and the Corporation.
During the current year, the Committee met three times, and the Committee chair,
as representative of the Committee, discussed the interim financial information
contained in each quarterly earnings announcement with the CFO, controller and
independent auditors prior to public release.

In discharging its oversight responsibility as to the audit process, the
Committee obtained from the independent auditors a formal written statement
describing all relationships between the auditors and the Corporation that might
bear on the auditors' independence consistent with Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees," discussed
with the auditors any relationships that may impact their objectivity and
independence and satisfied itself as to the auditors' independence. The
Committee also discussed with management, the internal auditors and the
independent auditors the quality and adequacy of the Corporation's internal
controls and the internal audit functions organization, responsibilities, budget
and staffing. The Committee reviewed both with the independent and internal
auditors their audit plans, audit scope and identification of audit risks.

The Committee discussed and reviewed with the independent auditors all
communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees," and, with and without management
presented, discussed and reviewed the results of the independent auditors'
examination of the financial statements. The Committee also discussed the
results of the internal audit examinations.

The Committee reviewed and discussed the audited financial statements of the
Corporation as of and for the year ended December 31, 2000, with management and
the independent auditors. Management has the responsibility for the preparation
of the Corporation's financial statements and the independent auditors have the
responsibility for the examination of those statements.

Based on the above-mentioned review and discussions with management and the
independent auditors, the Committee recommended to the Board that the
Corporation's audited financial statements be included in its Annual Report on
Form 10-K for the year ended December 31, 2000, for filing with the Securities
and Exchange Commission. The Committee also recommended the reappointment of the
independent auditors and the Board concurred in such recommendation.

Anton H. George, Examining Committee Chairman
Patrick O'Leary
Thomas T. Dinkel

AUDIT FEES
The following table sets forth the aggregate fees billed to FFC for the fiscal
year ended December 31, 2000, by the Company's principal accounting firm, Crowe,
Chizek and Company LLP:

Audit Fee................................................ $ 94,500
Financial Information Systems Design and
Implementation Fees.................................... 0
All Other Fees........................................... 38,000(a)(b)
Total.................................................... $ 132,500

(a) Includes fees for tax consulting and compliance work, permitted internal
audit outsourcing and other non-audit services.

(b) The audit committee has considered whether the provision of these services
is compatible with maintaining the principal accountant's independence.

PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT

The following table contains information concerning individuals or entities who,
to the knowledge of the Corporation, beneficially owned on March 10, 2000,
more than 5% of the common stock of the Corporation:

- ------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED PERCENT OF CLASS
- ------------------------------------------------------------------------------------------------

First Financial Corporation 428,038(1) 6.39%
Employee Stock Ownership Plan ("ESOP")
One First Financial Plaza
Terre Haute, Indiana 47807
- ------------------------------------------------------------------------------------------------
T. Rigasco Trust Co-Trustees: 480,229 7.17%
National City Bank of Indiana
One National City Center
Indianapolis, Indiana 46255
Jack R. Snyder
One American Square
Indianapolis, Indiana 46282
- ------------------------------------------------------------------------------------------------
Princeton Mining Company 657,357 9.82%
State Road 46 South
Terre Haute, Indiana 47803
- ------------------------------------------------------------------------------------------------

(1) Represents shares held in Trust by the Corporation's subsidiary, Terre Haute
First National Bank.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities and Exchange Act of 1934 requires the
Corporation's directors and executive officers, and persons who own more than
ten percent of a registered class of the Corporation's equity securities, to
file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership of Corporation common stock and other equity
securities of the Corporation. Officers, directors and greater than ten percent
shareholders are required by SEC regulations to furnish the Corporation with
copies of all Section 16(a) forms they file. To the best knowledge of the
Corporation, during the most recent fiscal year all officers, directors and
greater than ten percent beneficial owners of the Corporation timely filed all
statements of beneficial ownership required to be filed with the SEC.

INDEPENDENT ACCOUNTANTS

The Board of Directors appointed Crowe, Chizek and Company LLP, as independent
accountants to audit the books, records and accounts of the Corporation for 2000
and 1999. The Board of Directors anticipates that it will appoint an independent
public accountant to audit the books, records, and accounts of the Corporation
for 2001 in April, 2001. Representatives of Crowe Chizek are expected to be in
attendance at the annual meeting and will be provided an opportunity to make a
statement should they desire to do so and to respond to appropriate inquiries
from the shareholders.

Prior to 1999 the Corporation's independent accountants were
PriceWaterhouseCoopers, L.L.P. (PwC). The audit report of PwC on the
Corporation's consolidated financial statements for the year ended December 31,
1998, did not contain an adverse opinion or disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting principle.
During 1998 and the subsequent period through August 6, 1999 (date of
dismissal), there were no disagreements between the registrant and PwC on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the satisfaction of PwC,
would have caused PwC to make reference to the subject matter of the
disagreement in connection with its audit report.

SHAREHOLDERS PROPOSALS

Any proposals which shareholders desire to present at the 2002 Annual Meeting
must be received by the Corporation at its principal executive offices on or
before November 23, 2001 to be considered for inclusion in the Corporation's
proxy material for that meeting.

If notice of any other shareholder proposal intended to be presented at the 2002
Annual Meeting is not received by the Corporation on or before February 6,
2002, the proxies will have discretionary authority to vote on the matter. All
proposals and notifications should be addressed to the Secretary of the
Corporation.

ANNUAL REPORT TO SHAREHOLDERS

The 2000 Annual Report to Shareholders, containing financial statements for the
year ended December 31, 2000, and other information concerning the operations of
the Corporation is enclosed herewith, but is not to be regarded as proxy
soliciting material.

UPON WRITTEN REQUEST, THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO EACH
REQUESTING SHAREHOLDER, A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K,
WHICH IS REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR
THE YEAR ENDED DECEMBER 31, 2000. ADDRESS ALL REQUESTS TO:

MICHAEL A. CARTY, SECRETARY & TREASURER
FIRST FINANCIAL CORPORATION
ONE FIRST FINANCIAL PLAZA
P.O. BOX 540
TERRE HAUTE, INDIANA 47808

OTHER MATTERS

The Annual Meeting is called for the purposes set forth in the Notice. The Board
of Directors of the Corporation does not know of any matters for action by
shareholders at such Annual Meeting other than the matters described in the
notice. However, the enclosed Proxy will confer discretionary authority with
respect to matters which were not known to the Board of Directors at the time of
the printing hereof and which may properly come before the Annual Meeting. It is
the intention of the persons named in the Proxy to vote pursuant to the Proxy
with respect to such matters in accordance with their best judgment. By Order of
the Board of Directors

/s/ Donald E. Smith
- -------------------
DONALD E. SMITH
Chairman of the Board and President

EXHIBIT A

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
FIRST FINANCIAL CORPORATION

The Audit Committee is appointed by the Board of Directors to assist in
fulfilling its oversight responsibilities with respect to monitoring the
integrity of the financial statements of the Corporation, the compliance by the
Corporation with respect to legal and regulatory requirements and the
independence and performance of the Corporation's internal and external
auditors.

The members of the Audit Committee shall meet the independence and experience
requirements of NASDAQ STOCK MARKET, INC.

The Audit Committee shall have the authority to retain special legal, accounting
or other consultants to advise the Corporation. The Audit Committee may request
any officer or employee of the Corporation or the Corporation's outside counsel
or independent auditor to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee. The Audit Committee shall
periodically make reports to the Board.

The Audit Committee activities shall include:

(1) Review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval.

(2) Review the annual audited financial statements with management, including
major issues regarding accounting and auditing principles and practices as
well as the adequacy of internal controls that could significantly affect the
Corporation's financial statements and recommend inclusion in the 10K to the
Board.

(3) Review with management and the independent auditor the Corporation's
quarterly financial results prior to the release of quarterly earnings and
review results of the SAS 71 review of the quarterly financial statements
included in Form 10Q.

(4) Review any major changes to the Corporation's auditing and accounting
principles as suggested by the independent auditor, internal auditors or
management.

(5) Recommend annually to the Board the appointment of the independent auditor
and monitor the fees, duties and independence concerns.

(6) Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if necessary,
recommend that the Board take appropriate action to satisfy itself of the
independence of the auditor.

(7) Evaluate together with the Board the performance of the independent auditor
and if the performance is considered to be unsatisfactory, recommend that the
Board replace the independent auditor.

(8) Review the appointment, performance and replacement of the senior internal
auditing executive.

(9) Review the reports to management prepared by the internal auditing
department and management's responses.

(10) Meet with the independent auditor prior to the audit to review the planning
and staffing of the audit.

(11) Discuss with the independent auditor the matters required to be discussed
by Statement on Auditing Standards No. 61 relating to the conduct of the audit.

(12) Review with the independent auditor any significant difficulties the
auditor may have encountered in conducting the audit or working with
management and any management letter provided by the auditor and the
Corporation's response to that letter. Such review should include:

(a) Any significant difficulties encountered in the course of the audit
work, including any restrictions on the scope of activities or access
to required information.

(b) Any changes required in the planned scope of the audit.

(13) Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Corporation's annual proxy statement.

(14) Advise the Board with respect to the Corporation's policies and procedures
regarding compliance with applicable laws and regulations and with the
Corporation's Code of Conduct.

(15) Review and approve the internal audit plan annually.

(16) Obtain written correspondence from the Corporation's General Counsel on
legal matters that may have a material impact on the financial statements.
Review the Corporation's compliance policies and any material reports or
inquiries received from regulators or governmental agencies.

(17) Meet at least annually with the chief financial officer, the senior
internal auditing executive and the independent auditor in separate executive
sessions.

The preceding activities are set forth as a guide with the understanding that
the Committee may diverge form these activities as appropriate, given the
circumstances.

While the Audit Committee has the responsibility and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Corporation's financial statements are complete and
accurate and are in accordance with the generally accepted accounting
principles. This is the responsibility of management and the independent
auditor. Nor is the duty of the Audit Committee to conduct investigations to
resolve disagreements, if any, between management and the independent auditor or
to assure compliance with laws and regulations and the Corporation's Code of
Conduct.

March 20, 2001

14
[FIRST FINANCIAL CORPORATION LOGO]

FIRST FINANCIAL CORPORATION
One First Financial Plaza
P.O. Box 540
Terre Haute, Indiana 47808

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints James E. Brown and Ronald K. Rich, or
either of them as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all shares
of common stock of First Financial Corporation which the undersigned is entitled
to vote at the Annual Meeting of Shareholders to be held at One First Financial
Plaza, Terre Haute, Indiana on Wednesday, April 18, 2001, at 11:00 a.m. (local
time), or any adjournment thereof, on the following matters:

1. Election of Directors
[ ] FOR all nominees listed below for a three-year term to expire in 2004
(except as marked to the contrary below)

[ ] WITHHOLD AUTHORITY to vote for all nominees listed below:

Walter A. Bledsoe William A. Niemeyer Donald E. Smith

(INSTRUCTIONS: To withhold authority to vote for any individual, strike a
line through the nominees' name in the list above.)

2. In their discretion, on such matters as may properly come before the
meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR IF NO
DIRECTION IS INDICATED, WILL BE VOTED FOR PROPOSAL NO. 1.

Please sign exactly as name appears below. If there are two or more owners,
both should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.

Dated: ,2001 ---------------------------------------
----------- (Signature)

---------------------------------------
(Signature, if held jointly)

Your vote is important. Please mark,
sign, date and return this Proxy
promptly, using the enclosed envelope.