EMPLOYMENT AGREEMENT



      THIS EMPLOYMENT AGREEMENT (the "Agreement"), entered into and effective as

of the 1st day of January, 2004 (the "Effective Date"), by and between First

Financial Bank (the "Bank") and Norman L. Lowery (the "Employee").



      WHEREAS, the Employee has heretofore been employed by the Bank as its

President and Chief Executive Officer and has performed valuable services for

the Bank; and



      WHEREAS, the Board of Directors of the Bank (the "Board") believes it is

in the best interest of the Bank to enter into this Agreement with the Employee

in order to assure continuity of management of the Bank to reinforce and

encourage the continued attention and dedication of the Employee to his assigned

duties; and



      WHEREAS, the parties desire by this writing to set forth the continuing

employment relationship between the Bank and the Employee.



      NOW, THEREFORE, in consideration of the premises contained herein and for

other good and valuable consideration, the receipt and adequacy of which are

hereby acknowledged, the Employee and the Bank agree as follows:



      1.    Employment. The Employee is employed as the President and Chief

Executive Officer of the Bank. The Employee shall render such administrative and

management services for the Bank as are currently rendered and as are currently

performed by persons situated in a similar executive capacity. The Employee

shall also promote, by entertainment or otherwise, as and to the extent

permitted by law, the business of the Bank. The Employee's other duties shall be

such as the Board may, from time to time, reasonably direct, including normal

duties as an officer of the Bank. During the term of this Agreement, the

Employee shall be nominated and elected to serve as a Director of the Bank or of

any successor to the Bank.



      2.    Base Compensation. The Bank agrees to pay the Employee during the

term of this Agreement a base salary at the rate of $402,139 per annum, payable

in cash not less frequently than monthly. Such base salary shall be effective

and calculated commencing as of the Effective Date. The Bank may consider and

declare from time to time increases in the base salary it pays the Employee.

Prior to a Change in Control (as hereinafter defined), the Bank may also declare

decreases in the base salary it pays the Employee if the operating results of

the Bank are significantly less favorable than those for the fiscal year ending

December 31, 2001, and the Bank makes similar decreases in the base salary it

pays to other executive officers of the Bank. After a Change in Control, the

Bank shall consider and declare salary increases in base salary based upon the

following standards:



      Inflation;



      Adjustments to the base salaries of other senior management personnel;



      Past performance of the Employee; and



      The contribution which the Employee makes to the business and profits of

the Bank during the term of this Agreement.



      3.    Bonuses. The Employee shall participate in any year end bonus

granted to other employees by the Board. The Employee shall further participate

in an equitable manner with all other senior management employees of the Bank in

any discretionary bonuses that the Board may award from time to time to the

Bank's senior management employees. No other compensation provided for in this

Agreement shall be deemed a substitute for the Employee's right to participate

in such discretionary bonuses.



      4.    Benefits.



            (a)   Participation in Retirement, Medical and Other Benefit Plans.

      During the term of this Agreement, the Employee shall be eligible to

      participate in the following benefit plans; group



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      hospitalization, disability, health, dental, sick leave, retirement,

      supplemental retirement, pension, 401(k), employee stock ownership plan,

      and all other present or future qualified and/or nonqualified plans

      provided by the Bank generally, or to executive officers of the Bank,

      which benefits, taken as a whole, must be at least as favorable as those

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