UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1 )

Filed by the Registrant þ
Filed by a Party other than the Registrant o

Check the appropriate box:

o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-12

 

FIRST FINANCIAL CORPORATION

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ		No fee required.
o		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:

o		Fee paid previously with preliminary materials.
o		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:
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	(3)		Filing Party:
	(4)		Date Filed:

FIRST FINANCIAL
CORPORATION
One First Financial Plaza
Terre Haute, IN 47807

DONALD E. SMITH
Chairman
(812) 238-6377

April 2, 2008

Dear Shareholder:

On or about March 26, 2008, we mailed to you a Notice of Annual Meeting of Shareholders of First Financial Corporation and a related Proxy Statement. This letter is being furnished to you as a supplement to the Proxy Statement and is intended to amend certain disclosures in the Proxy Statement as described below. This letter should be read together with the Proxy Statement.

The information for Messrs. Carty, White and Clary set forth in the table on page 16 of the Proxy Statement is deleted in its entirety and replaced with the following:

Termination by

Corporation

Without Cause,

by Executive for

Termination

Amounts

Good Reason or

Within 12

Payable Under

Within 12 Months

Months After

Internal Revenue

Termination

After Change

Change in

Code Section

due to

in Control

Control

280G Gross Up

Retirement

(Employment

(2005 Plan)

Provisions

Name

Plan Name

($)

Agreement)($)

($)

($)

(a)

(b)

(c)

(d)

(e)

(f)

Michael A. Carty

2005 LTIP

—

$

554,500

—

Richard O. White

2005 LTIP

—

$

525,690

—

Thomas S. Clary

2005 LTIP

—

$

367,352

—

Your vote is very important. Even if you do not plan to attend the meeting in person, it is important that your shares be represented. You may use the proxy card enclosed with the Proxy Statement to vote your shares. If you have already voted your shares, you do not need to vote again.

Sincerely,

(s) Donald E. Smith
Chairman of the Board and President