SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended Commission file number
December 31, 2005 0-16759
FIRST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA 35-1546989
(State of Incorporation) (I.R.S. Employer Identification No.)
One First Financial Plaza 47807
Terre Haute, IN
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (812) 238-6000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
-------------------
Common Stock, no par value
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to item
405 of regulation S-K is not contained herein, and will not be contained, to the
Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to the
form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of June 30, 2005 the aggregate market value of the voting stock held by
nonaffiliates of the registrant based on the average bid and ask prices of such
stock was $373,528,465. (For purposes of this calculation, the Corporation
excluded the stock owned by certain beneficial owners and management and the
Corporation's ESOP.)
Shares of Common Stock outstanding as of March 10, 2006--13,323,785 shares.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Portions of the 2005 Annual Report to Shareholders are incorporated by
reference into Parts I and II. Portions of the Definitive Proxy Statement for
the First Financial Corporation Annual Meeting of Shareholders to be held
April 19, 2006 are incorporated by reference into Part III.
Form 10-K Cross-Reference Index
PAGE
PART I
Item 1 Business..................................................................................... 2
Item 1A Risk Factors................................................................................. 2
Item 1B Unresolved Staff Comments.................................................................... 4
Item 2 Properties................................................................................... 4
Item 3 Legal Proceedings............................................................................ 5
Item 4 Submission of Matters to a Vote of Security Holders.......................................... 5
PART II
Item 5 Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.................................................... 5
Item 6 Selected Financial Data...................................................................... 5
Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations........ 5
Item 7A Quantitative and Qualitative Disclosures about Market Risk................................... 5
Item 8 Financial Statements and Supplementary Data.................................................. 5
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures........ 6
Item 9A Controls and Procedures...................................................................... 6
Item 9B Other Information............................................................................ 6
PART III
Item 10 Directors and Executive Officers of Registrant............................................... 7
Item 11 Executive Compensation....................................................................... 7
Item 12 Security Ownership of Certain Beneficial Owners and Management............................... 7
Item 13 Certain Relationships and Related Transactions............................................... 7
Item 14 Principal Accountant Fees and Services....................................................... 7
PART IV
Item 15 Exhibits and Financial Statement Schedules................................................... 7, 8
Signatures................................................................................... 8, 9
1
PART 1
ITEM 1. BUSINESS
First Financial Corporation (the "Corporation") is a financial services
holding company. The Corporation was originally organized as an Indiana
corporation in 1984 to operate as a bank holding company. For more information
on the Corporation's business, please refer to the following sections of the
2005 Annual Report to Shareholders, which are incorporated by reference into
this Form 10-K:
1. Description of services, affiliations, number of employees, and
competition, on page 31.
2. Information regarding supervision of the Corporation, on page 12.
3. Details regarding competition, on page 31.
ITEM 1A. RISK FACTORS
THE CORPORATION IS SUBJECT TO INTEREST RATE RISK
Interest and fees on loans and securities, net of interest paid on deposits
and borrowings, are a large part of the Corporation's net income. Interest rates
are key drivers of the Corporation's net interest margin and subject to many
factors beyond the control of management. As interest rates change, net interest
income is affected. Rapid increases in interest rates in the future could result
in interest expense increasing faster than interest income because of mismatches
in financial instrument maturities. Further, substantially higher interest rates
generally reduce loan demand and may result in slower loan growth. Decreases or
increases in interest rates could have a negative effect on the spreads between
the interest rates earned on assets and the rates of interest paid on
liabilities, and therefore decrease net interest income.
THE CORPORATION IS SUBJECT TO LENDING RISK
There are inherent risks associated with the Corporation's lending
activities. These risks include, among other things, the impact of changes in
interest rates and changes in the economic conditions in the markets where the
Corporation operates as well as those across Indiana, Illinois and the United
States. Increases in interest rates and/or weakening economic conditions could
adversely impact the ability of borrowers to repay outstanding loans or the
value of the collateral securing these loans. The Corporation is also subject to
various laws and regulations that affect its lending activities. Failure to
comply with applicable laws and regulations could subject the Corporation to
regulatory enforcement action that could result in the assessment of significant
civil money penalties against the Corporation.
THE CORPORATION'S ALLOWANCE FOR POSSIBLE LOAN LOSSES MAY BE INSUFFICIENT
The Corporation maintains an allowance for possible loan losses, which is a
reserve established through a provision for possible loan losses charged to
expense, that represents management's best estimate of probable losses that have
been incurred within the existing portfolio of loans. The level of the allowance
reflects management's continuing evaluation of industry concentrations; specific
credit risks; loan loss experience; current loan portfolio quality; present
economic, political and regulatory conditions and unidentified losses inherent
in the current loan portfolio. The determination of the appropriate level of the
allowance for possible loan losses inherently involves a high degree of
subjectivity and requires the Corporation to make significant estimates of
current credit risks, all of which may undergo material changes. Changes in
economic conditions affecting borrowers, new information regarding existing
loans, identification of additional problem loans and other factors, both within
and outside of the Corporation's control, may require an increase in the
allowance for possible loan losses. In addition, bank regulatory agencies
periodically review the Corporation's allowance for loan losses and may require
an increase in the provision for possible loan losses or the recognition of
further loan charge-offs, based on judgments different than those of management.
In addition, if charge-offs in future periods exceed the allowance for possible
loan losses, the Corporation will need additional provisions to increase the
allowance for possible loan losses. Any increases in the allowance for possible
loan losses will result in a decrease in net income and, possibly, capital, and
may have a material adverse effect on the Corporation's financial condition and
results of operations.
THE CORPORATION OPERATES IN A HIGHLY COMPETITIVE INDUSTRY AND MARKET AREA
The Corporation faces substantial competition in all areas of its
operations from a variety of different competitors. Such competitors include
banks and many other types of financial institutions, including, without
limitation, savings and loans, credit unions, finance companies, brokerage
firms, insurance companies, factoring companies
2
and other financial intermediaries. The financial services industry could become
even more competitive as a result of legislative, regulatory and technological
changes and continued consolidation. Banks, securities firms and insurance
companies can merge under the umbrella of a financial holding company, which can
offer virtually any type of financial service, including banking, securities
underwriting, insurance (both agency and underwriting) and merchant banking.
Also, technology has lowered barriers to entry and made it possible for
non-banks to offer products and services traditionally provided by banks, such
as automatic transfer and automatic payment systems. Many of the Corporation's
competitors have fewer regulatory constraints and may have lower cost
structures.
The Corporation's ability to compete successfully depends on a number of
factors, including, among other things:
o The ability to develop, maintain and build upon long-term customer
relationships based on top quality service, and safe, sound assets.
o The ability to expand the Corporation's market position.
o The scope, relevance and pricing of products and services offered to
meet customer needs and demands.
o The rate at which the Corporation introduces new products and services
relative to its competitors.
o Customer satisfaction with the Corporation's level of service.
o Industry and general economic trends.
Failure to perform in any of these areas could significantly weaken the
Corporation's competitive position, which could adversely affect the
Corporation's growth and profitability, which, in turn, could have a material
adverse effect on the corporation's financial condition and results of
operations.
THE CORPORATION IS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION AND SUPERVISION
The Corporation, primarily through the Bank, is subject to extensive
federal regulation and supervision. Banking regulations are primarily intended
to protect depositors' funds, federal deposit insurance funds and the banking
system as a whole, not shareholders. These regulations affect the Corporation's
lending practices, capital structure, investment practices, and growth, among
other things. Congress and federal regulatory agencies continually review
banking laws, regulations and policies for possible changes. Changes to
statutes, regulations or regulatory policies, including changes in
interpretation or implementation of statutes, regulations or policies, could
affect the Corporation in substantial and unpredictable ways. Such changes could
subject the Corporation to additional costs, limit the types of financial
services and products the Corporation may offer and/or increase the ability of
non-banks to offer competing financial services and products, among other
things. Failure to comply with laws, regulations or policies could result in
sanctions by regulatory agencies, civil money penalties and/or reputation
damage, which could have a material adverse effect on the Corporation's
business, financial condition and results of operations. While the Corporation
has policies and procedures designed to prevent any such violations, there can
be no assurance that such violations will not occur.
THE CORPORATION'S CONTROLS AND PROCEDURES MAY FAIL OR BE CIRCUMVENTED
Management regularly reviews and updates the Corporation's internal
controls, disclosure controls and procedures, and corporate governance policies
and procedures. Any system of controls, however well designed and operated, is
based in part on certain assumptions and can provide only reasonable, not
absolute, assurances that the objectives of the system are met. Any failure or
circumvention of the Corporation's controls and procedures or failure to comply
with regulations related to controls and procedures could have a material
adverse effect on the Corporation's business, results of operations and
financial condition.
THE CORPORATION IS DEPENDENT ON CERTAIN KEY MANAGEMENT AND STAFF
The Corporation relies on key personnel to manage and operate its business.
The loss of key staff may adversely affect our ability to maintain and manage
these portfolios effectively, which could negatively affect our revenues. In
addition, loss of key personnel could result in increased recruiting and hiring
expenses, which could cause a decrease in the Corporation's net income.
\
3
THE CORPORATION'S INFORMATION SYSTEMS MAY EXPERIENCE AN INTERRUPTION OR BREACH
IN SECURITY
The Corporation relies heavily on communications and information systems to
conduct its business. Any failure, interruption or breach in security of these
systems could result in failures or disruptions in the Corporation's customer
relationship management, general ledger, deposit, loan and other systems. While
the Corporation has policies and procedures designed to prevent or limit the
effect of the failure, interruption or security breach of its information
systems, there can be no assurance that any such failures, interruptions or
security breaches will not occur or, if they do occur, that they will be
adequately addressed. The occurrence of any failures, interruptions or security
breaches of the Corporation's information systems could damage the Corporation's
reputation, result in a loss of customer business, subject the Corporation to
additional regulatory scrutiny, or expose the Corporation to civil litigation
and possible financial liability, any of which could have a material adverse
effect on the Corporation's financial condition and results of operations.
THE CORPORATION CONTINUALLY ENCOUNTERS TECHNOLOGICAL CHANGE
The financial services industry is continually undergoing rapid
technological change with frequent introductions of new technology-driven
products and services. The effective use of technology increases efficiency and
enables financial institutions to better serve customers and to reduce costs.
The Corporation's future success depends, in part, upon its ability to address
the needs of its customers by using technology to provide products and services
that will satisfy customer demands, as well as to create additional efficiencies
in the Corporation's operations. Failure to successfully keep pace with
technological change affecting the financial services industry could have a
material adverse impact on the Corporation's business and, in turn, the
Corporation's financial condition and results of operations.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Applicable.
ITEM 2. PROPERTIES
First Financial Corporation is located in a four-story office building in
downtown Terre Haute, Indiana that was first occupied in June 1988. It is leased
to First Financial Bank N.A., a wholly-owned subsidiary (the Bank). The Bank
also owns three other facilities in downtown Terre Haute. Two are leased to
other parties and the other is a 50,000-square-foot building housing operations
and administrative staff and equipment. In addition, the Bank holds in fee five
other branch buildings. One of the branch buildings is a single-story
36,000-square-foot building which is located in a Terre Haute suburban area. Six
other branch bank buildings are leased by the Bank. The expiration dates on five
of the leases are June 30, 2012, May 31, 2011, February 14, 2011, December 31,
2008, and September 1, 2006. The sixth lease is on a month-to-month basis.
Facilities of the Corporation's banking centers in Clay County include
three offices in Brazil, Indiana and offices in Clay City and Poland, Indiana.
All five buildings are held in fee.
Facilities of the Corporation's banking center in Greene County include an
office in Worthington, Indiana. This building is held in fee.
Facilities of the Corporation's banking centers in Knox County include
offices in Monroe City and Sandborn, Indiana. Both buildings are held in fee.
Facilities of the Corporation's banking centers in Parke County include two
offices in Rockville, Indiana and offices in Marshall, Montezuma and Rosedale,
Indiana. All five buildings are held in fee.
Facilities of the Corporation's banking centers in Sullivan County include
offices in Sullivan, Carlisle, Dugger, Farmersburg and Hymera, Indiana. All five
buildings are held in fee.
Facilities of the Corporation's banking centers in Vermillion County
include two offices in Clinton, Indiana and offices in Cayuga and Newport,
Indiana. All four buildings are held in fee.
Facilities of the Corporation's banking center in Clark County include an
office in Marshall, Illinois. This building is held in fee.
Facilities of the Corporation's banking center in Coles County include an
office in Charleston, Illinois. This building is held in fee.
4
Facilities of the Corporation's banking centers in Crawford County include
one office and a drive-up facility in Robinson, Illinois and one office in
Oblong, Illinois. All three buildings are held in fee.
Facilities of the Corporation's banking center in Jasper County include an
office in Newton, Illinois. This building is held in fee.
Facilities of the Corporation's banking centers in Lawrence County include
offices in Sumner and Lawrenceville, Illinois. Both of the buildings are held in
fee.
Facilities of the Corporation's banking centers in Richland County include
two offices in Olney, Illinois. One building is held in fee and the other
building is leased. The expiration date on the lease is March 1, 2010.
Facilities of the Corporation's banking center in Vermilion County include
an office in Ridge Farm, Illinois. This building is held in fee.
Facilities of the Corporation's banking center in Wayne County include an
office in Fairfield, Illinois. This building is held in fee.
The facility of the Corporation's subsidiary, The Morris Plan Company,
includes an office facility in Terre Haute, Indiana. The building is leased by
The Morris Plan Company. The expiration date on the lease is August 31, 2008.
Facilities of the Corporation's subsidiary, Forrest Sherer, Inc., include
its main office and one satellite office in Terre Haute, Indiana. The buildings
are held in fee by Forrest Sherer, Inc.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings which involve the
Corporation or its subsidiaries, other than ordinary routine litigation
incidental to its business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
See "Market and Dividend Information" on page 42 of the 2005 Annual Report.
That portion of the Annual Report is incorporated by reference into this Form
10-K.
ITEM 6. SELECTED FINANCIAL DATA
See "Five Year Comparison of Selected Financial Data" on page 7 of the 2005
Annual Report to Shareholders. That portion of the Annual Report is incorporated
by reference into this Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
See "Management's Discussion and Analysis" on pages 30 through 40 of the
2005 Annual Report to Shareholders. That portion of the Annual Report is
incorporated by reference into this Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Interest Rate Risk" section of "Management's Discussion and Analysis"
on pages 39 and 40 of the 2005 Annual Report to Shareholders. That portion of
the Annual Report is incorporated by reference into this Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See "Consolidated Balance Sheets" on page 8, "Consolidated Statements of
Income" on page 9, "Consolidated Statements of Changes in Shareholders Equity"
on page 10, "Consolidated Statements of Cash Flows" on page 11, and "Notes to
Consolidated Financial Statements" on pages 12-28. "Report of Independent
Registered Public Accounting Firm on Financial Statements" can be found on page
28 of the 2005 Annual Report to Shareholders. Those portions of the Annual
Report are incorporated by reference into this Form 10-K.
Statistical disclosure by the Corporation includes the following information in
the 2005 Annual Report to Shareholders, which is incorporated by reference into
this Form 10-K:
1. "Volume/Rate Analysis," on page 32.
2. "Securities," on page 34.
3. "Loan Portfolio," on page 35.
4. "Allowance for Loan Losses," on page 36.
5. "Nonperforming Loans," on pages 37 and 38.
6. "Deposits," on page 38.
7. "Consolidated Balance Sheet-Average Balances and Interest Rates," on page
41.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None
6
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we carried out an
evaluation (the "Evaluation"), under the supervision and with the participation
of our Vice President and Chief Executive Officer ("CEO"), who serves as our
principal executive officer, and Chief Financial Officer ("CFO"), who serves as
our principal financial officer, of the effectiveness of our disclosure controls
and procedures as defined in Rule 13a-15(e) of the Securities and Exchange
Commission ("Disclosure Controls"). Based on the Evaluation, our CEO and CFO
concluded that our Disclosure Controls are effective.
CHANGES IN INTERNAL CONTROLS
There was no change in the Corporation's internal control over financial
reporting that occurred during the Corporation's fourth fiscal quarter of 2005
that has materially affected, or is reasonably likely to materially affect, the
Corporation's internal control over financial reporting.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
See "Management's Report on Internal Control Over Financial Reporting" on
page 30 of the 2005 Annual Report to Shareholders and "Report of Independent
Registered Public Accounting Firm on Internal Control Over Financial Reporting"
on page 29 of the 2005 Annual Report to Shareholders. That portion of the Annual
Report is incorporated by reference in response to this Item 9A of this Form
10-K.
ITEM 9B. OTHER INFORMATION
On December 20, 2005, the Corporation extended the term of the existing
employment agreement between Mr. Lowery, First Financial Bank and the
Corporation. The term of the employment agreement will now expire on December
31, 2010. The terms and conditions of the employment agreement are incorporated
by reference from Exhibit 10.1 to this Form 10-K.
On December 21, 2005, the Compensation Committee of the Company set the
2006 annual base salaries of the named executive officers and approved the 2005
bonus amounts payable to the named executive officers. Salaries as established
for the named executive officers and a summary of the Long Term Incentive Plan
are included as Exhibit 10.4 to this Form 10-K.
The Company also established the compensation to be paid to Directors for
the year 2006. These amounts are set forth on Exhibit 10.3 to this Form 10-K.
7
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
In accordance with the provisions of General Instruction G to Form 10-K,
the information required for disclosure under Item 10 is not set forth herein
because the Corporation intends to file with the Securities and Exchange
Commission a definitive Proxy Statement pursuant to Regulation 14A not later
than 120 days following the end of its 2005 fiscal year, which Proxy Statement
will contain such information. The information required by Item 10 is
incorporated by reference to such Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
In accordance with the provisions of General Instruction G to Form 10-K,
the information required for disclosure under Item 11 is not set forth herein
because the Corporation intends to file with the Securities and Exchange
Commission a definitive Proxy Statement pursuant to Regulation 14A not later
than 120 days following the end of its 2005 fiscal year, which Proxy Statement
will contain such information. The information required by Item 11 is
incorporated by reference to such Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
In accordance with the provisions of General Instruction G to Form 10-K,
the information required for disclosure under Item 12 is not set forth herein
because the Corporation intends to file with the Securities and Exchange
Commission a definitive Proxy Statement pursuant to Regulation 14A not later
than 120 days following the end of its 2005 fiscal year, which Proxy Statement
will contain such information. The information required by Item 12 is
incorporated by reference to such Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In accordance with the provisions of General Instruction G to Form 10-K,
the information required for disclosure under Item 13 is not set forth herein
because the Corporation intends to file with the Securities and Exchange
Commission a definitive Proxy Statement pursuant to Regulation 14A not later
than 120 days following the end of its 2005 fiscal year, which Proxy Statement
will contain such information. The information required by Item 13 is
incorporated by reference to such Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
In accordance with the provisions of General Instruction G to Form 10-K,
the information required for disclosure under Item 14 is not set forth herein
because the Corporation intends to file with the Securities and Exchange
Commission a definitive Proxy Statement pursuant to Regulation 14A not later
than 120 days following the end of its 2005 fiscal year, which Proxy Statement
will contain such information. The information required by Item 14 is
incorporated by reference to such Proxy Statement.
8
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) The following consolidated financial statements of the Registrant
and its subsidiaries are included in the 2005 Annual Report to
Shareholders of First Financial Corporation attached:
Consolidated Balance Sheets--December 31, 2005 and 2004
Consolidated Statements of Income--Years ended December 31, 2005,
2004, and 2003
Consolidated Statements of Changes in Shareholders' Equity--Years
ended December 31, 2005, 2004, and 2003
Consolidated Statements of Cash Flows--Years ended December 31,
2005, 2004, and 2003
Notes to Consolidated Financial Statements
(2) Schedules to the Consolidated Financial Statements required by
Article 9 of Regulation S-X are not required, inapplicable, or
the required information has been disclosed elsewhere.
(3) Listing of Exhibits:
Exhibit Number Description
-------------- -----------
3.1 Amended and Restated Articles of Incorporation of First
Financial Corporation, incorporated by reference to
Exhibit 3(i) of the Corporation's Form 10-Q filed for
the quarter ended September 30, 2002
3.2 Code of By-Laws of First Financial Corporation,
incorporated by reference to Exhibit 3(ii) of the
Corporation's Form 10-Q filed for the quarter ended
September 30, 2002
10.1 Employment Agreement for Norman L. Lowery, dated
January 1, 2005, incorporated by reference to Exhibit
10.2 to the Corporation's Form 10-Q filed for the
quarter ended March 31, 2005
10.2 2001 Long-Term Incentive Plan of First Financial
Corporation, incorporated by reference to Exhibit 10.3
of the Corporation's Form 10-Q filed for the quarter
ended September 30, 2002
10.3 2006 Schedule of Director Compensation
10.4 2006 Schedule of Named Executive Officer Compensation
13 Annual Report
21 Subsidiaries
31.1 Certification pursuant to Rule 13a-14(a) for Annual
Report of Form 10-K by Principal Executive Officer
31.2 Certification pursuant to Rule 13a-14(a) for Annual
Report of Form 10-K by Principal Financial Officer
32.1 Certification pursuant to 18 U.S.C. Section 1350 of
Principal Executive Officer
32.2 Certification pursuant to 18 U.S.C. Section 1350 of
Principal Financial Officer
(b) Exhibits--Exhibits to (a)(3) listed above are attached to this report.
(c) Financial Statements Schedules--No schedules are required to be
submitted. See response to ITEM 15 (a)(2).
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
First Financial Corporation
Michael A. Carty, Signed
------------------------
Michael A. Carty, Secretary, Treasurer & CFO
(Principal Financial Officer and
Principal Accounting Officer)
Date: February 21, 2006
-----------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Name Date
Donald E. Smith, signed February 21, 2006
- ----------------------- -----------------
Donald E. Smith, President and Director
W. Curtis Brighton, signed February 21, 2006
- -------------------------- -----------------
W. Curtis Brighton, Director
Michael A. Carty, signed February 21, 2006
- ------------------------ -----------------
Michael A. Carty, Secretary, Treasurer &
CFO (Principal Financial Officer and
Principal Accounting Officer)
B. Guille Cox, Jr., signed February 21, 2006
- -------------------------- -----------------
B. Guille Cox, Jr., Director
Thomas T. Dinkel, signed February 21, 2006
- ------------------------ -----------------
Thomas T. Dinkel, Director
Anton H. George, signed February 21, 2006
- ----------------------- -----------------
Anton H. George, Director
Gregory L. Gibson, signed February 21, 2006
- ------------------------- -----------------
Gregory L. Gibson, Director
Norman L. Lowery, signed February 21, 2006
- ------------------------ -----------------
Norman L. Lowery, Vice Chairman, CEO &
Director (Principal Executive Officer)
Patrick O'Leary, signed February 21, 2006
- ----------------------- -----------------
Patrick O'Leary, Director
Ronald K. Rich, signed February 21, 2006
- ---------------------- -----------------
Ronald K. Rich, Director
Virginia L. Smith, signed February 21, 2006
- ------------------------- -----------------
Virginia L. Smith, Director
10