Common use of Administration Clause in Contracts

Administration. The Plan is administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs.

Administration. The Except as provided in this Article III, the Plan is shall be administered by the Compensation Committee, which is comprised solely . The Committee shall have authority to award Restricted Shares and Performance Shares and to grant Options and SARs upon such terms (not inconsistent with the provisions of “independent directors” within this Plan) as the meaning Committee may consider appropriate. Such terms may include conditions (in addition to those contained in this Plan) on the exercisability of all or any part of an Option or SAR or on the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”)transferability or forfeitability of Restricted Shares. To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”)Notwithstanding any such conditions, the Committee will may, in its discretion, accelerate the time at which any Option or SAR may be composed of two exercised or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) time at which Restricted Shares may become transferable or Rule 16b-3(e) promulgated under the Exchange Act, nonforfeitable. In addition the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and shall have complete authority to (i) promulgateinterpret all provisions of this Plan; to prescribe the form of Agreements; to adopt, amend amend, and rescind rules and regulations relating pertaining to the administration of the Plan, (ii) interpret ; and to make all other determinations necessary or advisable for the administration of this Plan. The express grant in the Plan and all related award agreements and (iii) exercise discretion of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee. Any decision made, or action taken, by the Committee or in making any other determinations that it deems necessary or desirable for connection with the administration of the Plan. Any action taken by the Compensation Committee will this Plan shall be final, binding final and conclusive. Subject No member of the Committee shall be liable for any act done in good faith with respect to this Plan or any Agreement, or Option, SAR, Restricted Share award or Performance Share award. All expenses of administering this Plan shall be borne by the adjustments discussed belowCompany. The Committee, in its discretion, may delegate to one or more officers of the aggregate number Company all or part of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal Committee's authority and duties with respect to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares Participants who are not subject to the SAR against the number reporting and other provisions of Common Shares available for future Awards, regardless Section 16 of the number Securities Exchange Act of Common Shares used 1934, as in effect from time to settle time (the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate"Exchange Act"). In the event of any Common Share dividendsuch delegation, Common Share splitand as to matters encompassed by the delegation, or a corporate transaction, such references in the Plan to the Committee shall be interpreted as a reorganizationreference to the Committee's delegate or delegates. The Committee may revoke or amend the terms of a delegation at any time, separationbut such action shall not invalidate any prior actions of the Committee's delegate or delegates that were consistent with the terms of the Plan. In addition to, liquidation, merger, consolidation and not in substitution or similar transaction affecting First Financial’s capitalizationreplacement of, the Compensation powers and authority conferred upon the Committee shall make equitable adjustments pursuant to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the this Plan, (ii) the Board shall also be entitled to award Restricted Shares or Performance Shares and/or to grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to one or more Options, SARs, Restricted Stock or Options and SARs to any eligible Participant, and when it makes such awards and/or grants, all of the provisions of this Plan which pertain to the Committee shall be construed as though the word "Board" appeared in place of the word "Committee," and Stock Unit the Board shall have, and shall be entitled to exercise, all of the powers and authority conferred upon the Committee when making, amending, modifying canceling, settling or rescinding any of such awards and/or grants; and (iv) the exercise price of Options and SARs.

Administration. The Plan is shall be administered by the Compensation Committee; provided, which is comprised solely of “independent directors” within however, that at any time and on any one or more occasions the meaning Board may itself exercise any of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), powers and responsibilities assigned the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for and when so acting shall have the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed benefit of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members all of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by provisions of the BoardPlan pertaining to the Committee’s exercise of its authorities hereunder. In its capacity as plan administrator, Subject to the Compensation Committee determines the type provisions of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals Committee shall have complete authority, in its discretion, to whom Awards make or to select the manner of making all determinations with respect to each Option to be granted by the Company under the Plan in addition to any other determination allowed the Committee under the Plan including, without limitation: (a) the employee, consultant or director to receive the Option; (b) the form of Option Agreement; (c) whether an Option (if granted to an employee) will be granted. The Compensation Committee also has full power an Incentive Option or a Nonstatutory Option; (d) the time of granting an Option; (e) the number of shares subject to an Option; (f) the exercise price of an Option and authority to the method of payment of such exercise price or such purchase price; (g) the term of an Option; (h) the exercise date or dates of an Option and any acceleration thereof; and (i) promulgatethe effect of termination of any employment, consulting or Board member relationship with the Company or any of its Affiliates on the subsequent exercisability of an Option. In making such determinations, the Committee may take into account the nature of the services rendered by the respective employees, consultants and directors, their present and potential contributions to the success of the Company and its Affiliates, and such other factors as the Committee in its discretion shall deem relevant. Subject to the provisions of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to administration it, to determine the terms and provisions of the Planrespective Option Agreements (which need not be identical), (ii) interpret the Plan and to make all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable advisable for the administration of the Plan. Any action taken by the Compensation Committee will The Committee’s determinations made in good faith on matters referred to in this Plan shall be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards conclusive on all persons having or claiming any interest under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted Option made pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARshereto.

Administration. The Plan is administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards Subject to be considered “performance based” compensation under Section 162(m6.3(c) of the Internal Revenue Code of 1986, as amended (the “Code”and Section 6.3(d), from and after the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder)Distribution Date, and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration Parent shall be responsible for (A) Insurance Administration of the PlanParent Shared Policies with respect to all Liabilities except SpinCo Liabilities and (B) Claims Administration (except as provided below) under such Parent Shared Policies with respect to all Liabilities except SpinCo Liabilities, and (ii) interpret SpinCo shall be responsible for (A) Insurance Administration of the Plan and Parent Shared Policies with respect to all related award agreements SpinCo Liabilities and (iiiB) exercise discretion Claims Administration (except as provided below) under such Parent Shared Policies with respect to all SpinCo Liabilities; provided, however, that the retention of such responsibilities by Parent or SpinCo, as the case may be, is in making any other determinations that it deems necessary no way intended to limit, inhibit or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal preclude (i) 1,750,000 Common Shares plus (ii) 422,807, the number any right to insurance coverage for any Insured Claim of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising named insured under such Award will not again be available for issuance under Policies as contemplated by the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options terms of this Agreement or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awardssharing between Parent and SpinCo of information relating to the matters addressed in this Article VI; and provided further that Parent's retention or SpinCo's retention, as described abovethe case may be, (iiiof the administrative responsibilities for the Parent Shared Policies shall not relieve the party submitting any Insured Claim of the primary responsibility for reporting such Insured Claim accurately, completely and in a timely manner or of such party's authority to settle any such Insured Claim within any period permitted or required by the relevant Policy. Parent or SpinCo, as the case may be, may discharge its administrative responsibilities under this Section 6.3 by contracting for the provision of services by independent parties. Each of the parties hereto shall administer and pay any costs relating to defending its respective Insured Claims under Parent Shared Policies to the extent such defense costs are not covered under such Policies and shall be responsible for obtaining or reviewing the appropriateness of releases upon settlement of its respective Insured Claims under Parent Shared Policies. SpinCo shall reimburse Parent promptly for all disbursements, out-of-pocket expenses and direct and indirect costs of employees or agents of Parent relating to Claims Administration and Insurance Administration contemplated by this Section 6.3(a) the numberon behalf of SpinCo. Likewise, kind Parent shall reimburse SpinCo promptly for all disbursements, out-of-pocket expenses and class direct and indirect costs of shares employees or agents of First Financial subject SpinCo relating to Options, SARs, Restricted Stock grants, Claims Administration and Stock Unit grants; and (ivInsurance Administration contemplated by this Section 6.3(a) the exercise price on behalf of Options and SARsParent.

Administration. The Plan is (a) This Agreement shall be administered by the Compensation Committee, unless the Board has determined to administer this Agreement, at which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (time all references to the “Nasdaq Rules”)Committee” will apply to the Board. To the extent that the Board determines The Committee may adopt such rules, regulations and guidelines as it is deems are necessary or appropriate for the compensation realized from Awards administration of this Agreement. (b) Subject to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”)express terms and conditions set forth herein, the Committee will shall have the power from time to time to: (i) construe and interpret this Agreement, amend and revoke rules and regulations for the administration of this Agreement, including, but not limited to, correcting any defect or supplying any omission, or reconciling any inconsistency in this Agreement, in the manner and to the extent it shall deem necessary or advisable, including so that this Agreement and the operation of this Agreement comply, where applicable, with Rule 16b-3 under Exchange Act, the Code, and other applicable law, and otherwise to make this Agreement fully effective; (ii) determine the duration and purpose of any leaves of absence which may be composed of two granted to the Grantee without constituting a “separation from service” as defined in Treasury Regulation §1.409A-1(h); (iii) exercise its discretion with respect to the rights and powers granted to it as set forth in this Agreement and which would be consistent with the powers and rights granted in this Agreement; and (iv) generally, exercise such powers and perform such acts as are necessary or more members who are “outside directors” within advisable to promote the meaning of Section 162(m) best interests of the Code Company with respect to this Agreement. All decisions and determinations by the Committee in the exercise of the above powers shall be final, binding and conclusive upon the Company, its Subsidiaries, the Grantee and all other persons having any interest herein. (c) Notwithstanding anything herein to the contrary, with respect to a Grantee working outside the United States, the Committee may determine the terms and conditions of this Agreement and make such adjustments to the Treasury Regulations promulgated thereunder)terms hereof as are necessary or advisable to fulfill the purposes of this Agreement taking into account matters of local law or practice, including tax and securities laws of jurisdictions outside the United States. (d) No member of the Committee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to this Agreement or any transaction hereunder. The Company hereby agrees to indemnify each member of the Committee for all costs and expenses and, to the extent the Board determines it is appropriate for awards under the Plan to qualify permitted by applicable law, any liability incurred in connection with defending against, responding to, negotiating for the exemption available under SEC Rule 16b-3(d)(1) settlement of or Rule 16b-3(e) promulgated under the Exchange Actotherwise dealing with any claim, the Committee will be composed cause of two action or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case dispute of any SAR which is settled kind arising in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered connection with any actions in satisfaction of any condition to a grant of an Award administering this Agreement or are withheld in authorizing or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted denying authorization to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARshereunder.

Administration. The Plan is (a) This Agreement shall be administered by the Compensation Committee, unless the Board has determined to administer this Agreement, at which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (time all references to the “Nasdaq Rules”)Committee” will apply to the Board. To the extent that the Board determines The Committee may adopt such rules, regulations and guidelines as it is deems are necessary or appropriate for the compensation realized from Awards administration of this Agreement. (b) Subject to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”)express terms and conditions set forth herein, the Committee will shall have the power from time to time to: (i) construe and interpret this Agreement, amend and revoke rules and regulations for the administration of this Agreement, including, but not limited to, correcting any defect or supplying any omission, or reconciling any inconsistency in this Agreement, in the manner and to the extent it shall deem necessary or advisable, including so that this Agreement and the operation of this Agreement comply, where applicable, with Rule 16b-3 under Exchange Act, the Code, and other applicable law, and otherwise to make this Agreement fully effective; (ii) determine the duration and purpose of any leaves of absence which may be composed of two granted to the Grantee without constituting a “separation from service” as defined in Treasury Regulation §1.409A-1(h); (iii) exercise its discretion with respect to the rights and powers granted to it as set forth in this Agreement and which would be consistent with the powers and rights granted in this Agreement; and (iv) generally, exercise such powers and perform such acts as are necessary or more members who are “outside directors” within advisable to promote the meaning of Section 162(m) best interests of the Code Company with respect to this Agreement. All decisions and determinations by the Committee in the exercise of all powers under this Agreement shall be final, binding and conclusive upon the Company, its Subsidiaries, the Grantee and all other persons having any interest herein. (c) Notwithstanding anything herein to the contrary, with respect to a Grantee working outside the United States, the Committee may determine the terms and conditions of this Agreement and make such adjustments to the Treasury Regulations promulgated thereunder)terms hereof as are necessary or advisable to fulfill the purposes of this Agreement taking into account matters of local law or practice, including tax and securities laws of jurisdictions outside the United States. (d) No member of the Committee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to this Agreement or any transaction hereunder. The Company hereby agrees to indemnify each member of the Committee for all costs and expenses and, to the extent the Board determines it is appropriate for awards under the Plan to qualify permitted by applicable law, any liability incurred in connection with defending against, responding to, negotiating for the exemption available under SEC Rule 16b-3(d)(1) settlement of or Rule 16b-3(e) promulgated under the Exchange Actotherwise dealing with any claim, the Committee will be composed cause of two action or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case dispute of any SAR which is settled kind arising in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered connection with any actions in satisfaction of any condition to a grant of an Award administering this Agreement or are withheld in authorizing or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted denying authorization to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARshereunder.

Administration. The Plan From and after the Distribution Date, New Ceridian shall be responsible for (i) Insurance Administration of the Shared Policies and (ii) Claims Administration under such Shared Policies with respect to Media Information Liabilities and New Ceridian Liabilities; provided that the assumption of such responsibilities by New Ceridian is administered in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of a named insured under such Policies as contemplated by the Compensation Committee, which is comprised solely terms of “independent directors” within the meaning this Agreement; provided further that New Ceridian's assumption of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate administrative responsibilities for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) Shared Policies shall not relieve the party submitting any Insured Claim of the Internal Revenue Code primary responsibility for reporting such Insured Claim accurately, completely and in a timely manner or of 1986, as amended (such party's authority to settle any such Insured Claim within any period permitted or required by the “Code”), relevant Policy; and provided further that all direct or indirect communication with insurers relating to the Committee will Shared Policies shall be composed conducted by New Ceridian. New Ceridian may discharge its administrative responsibilities under this Section 7.3 by contracting for the provision of two or more members who are “outside directors” within the meaning of Section 162(m) services by independent parties. Each of the Code (parties hereto shall administer and the Treasury Regulations promulgated thereunder), and, pay any costs relating to defending its respective Insured Claims under Shared Policies to the extent such defense costs are not covered under such Policies and shall be responsible for obtaining or reviewing the Board determines it is appropriate for awards appropriateness of releases upon settlement of its respective Insured Claims under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3Shared Policies. The members disbursements, out-of-pocket expenses and direct and indirect costs of employees or agents of New Ceridian relating to Claims Administration and Insurance Administration contemplated by this Section 7.3(a) shall be treated in accordance with the terms of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administratorTransition Services Agreement, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations if still in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld effect with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. Howeverinsurance and risk management, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Sharesor, if the Transition Services Agreement shall no longer be in effect with respect to be settled in Common Sharesinsurance and risk management, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any then each of the following to reflect any change in capitalization of First Financial: (i) the number, kind Corporation and class of shares of First Financial New Ceridian shall be responsible for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind its own Claims Administration and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsInsurance Administration.

Administration. (a) The Plan is administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3Administrator. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administratorAdministrator has authority to determine which Service Providers receive Awards, the Compensation Committee determines the type of each grant Awards and set Award granted, the terms and conditions of each Award andconditions, subject to the conditions and limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee Administrator also has full power and the authority to (i) promulgate, amend take all actions and rescind rules and regulations relating to administration of make all determinations under the Plan, (ii) to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions, reconcile inconsistencies in the Plan or any Award and make all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for appropriate to administer the Plan and any Awards. The Administrator (and each member thereof) is entitled to, in good faith, rely or act upon any report or other information furnished to it, him or her by any officer or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. Any action taken by The Administrator’s determinations under the Compensation Committee Plan are in its sole discretion and will be final, binding and conclusive. Subject to conclusive on all persons having or claiming any interest in the adjustments discussed belowPlan or any Award. (b) Without limiting the foregoing, the aggregate number of Common Shares available for Administrator has the grant of Awards under the Plan will equal exclusive power, authority and sole discretion to: (i) 1,750,000 Common Shares plus designate Participants; (ii) 422,807, determine the type or types of Awards to be granted to each Participant; (iii) determine the number of Common Awards to be granted and the number of Shares available for issuance under to which an Award will relate; (iv) subject to the 2012 Stock limitations in the Plan. Common Shares issued under , determine the Plan may consist terms and conditions of authorizedany Award and related Award Agreement, including, but unissuednot limited to, Common Shares the exercise price, ▇▇▇▇▇ ▇▇▇▇▇, purchase price, any performance criteria, any restrictions or treasury shares. Upon limitations on the grant Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, we will reduce the number of Common Shares available for issuance and accelerations, waivers or amendments thereof; (v) determine whether, to what extent, and under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to what circumstances an Award that are used to pay may be settled in, or the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to may be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. Howeverpaid in cash, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or other property, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settledmay be canceled, if to forfeited, or surrendered; and (vi) make all other decisions and determinations that may be settled in cash; • ISOs granted required pursuant to the Plan may not cover more than 500,000 Common Shares in or as the aggregate; • The Fair Market Value of ISOs granted Administrator deems necessary or advisable to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under administer the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs.

Administration. The Plan (a) For the period between the Closing Date and the Amendment Date, the Ceding Company and its appointed administrators and other designees shall administer the Covered Insurance Policies and perform all accounting therefor. During such period, the Ceding Company shall be permitted to assign any of its administrative functions, including claims administration, to any of its Affiliates and/or third party administrators; provided, that the Ceding Company shall remain ultimately responsible to the policyholders for such administration. Such administration shall be conducted with no less skill, diligence and expertise as the Ceding Company applies to servicing its other business and in material conformance with the terms and conditions of the Covered Insurance Policies and all Applicable Laws; provided, further, that the performance of any material administrative services with regard to the Covered Insurance Policies by any administrator that is administered not an Affiliate of the Ceding Company or that is not acting as an administrator for such Covered Insurance Policy as of the Effective Time shall be subject to the advance written approval of the Reinsurer, such approval not to be unreasonably withheld, conditioned, delayed or denied. Without limitation of the foregoing, in undertaking the direct and reinsurance administration and claims practices relating to the Covered Insurance Policies during such period, the Ceding Company and any administrator or other designee appointed by the Compensation CommitteeCeding Company shall act in accordance and consistent with the Ceding Company’s existing administrative and claims practices in effect on the Effective Time (each, which is comprised solely of an “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq RulesExisting Practice”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986; provided, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), andthat, to the extent the Board determines it is appropriate for awards under Ceding Company or any administrator proposes to modify materially an Existing Practice from time to time following the Plan Effective Time (an Existing Practice, as proposed to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Actbe modified from time to time, a “Proposed Practice”), the Committee will be composed of two or more members who are “non-employee directors” within Ceding Company shall (i) not, without the meaning of Rule 16b-3. The members prior written consent of the Compensation Committee do Reinsurer (which shall not serve fixed terms but may be unreasonably withheld, conditioned, delayed or denied), implement or agree to the implementation of the Proposed Practice and (ii) if the Reinsurer furnishes such written consent, act in accordance and consistent with the Proposed Practice. In the event that the Ceding Company or an administrator appointed or removed at any time by the BoardCeding Company implements a Proposed Practice during such period without obtaining the prior written consent of the Reinsurer and the Reinsurer reasonably determines that it would reasonably be expected to have a material adverse effect on the Reinsurer’s liability under this Agreement (x) the Reinsurer shall notify the Ceding Company of such determination, and (y) the Ceding Company will work together in good faith with the Reinsurer to put the Reinsurer in substantially the same economic position as it would have been in if the implementation of such Proposed Practice had not occurred. In its capacity as plan administratorIf the Ceding Company outsources any material administrative services during such period, the Compensation Committee determines Ceding Company shall secure the type Reinsurer’s right to audit and inspect the party performing such outsourced services. Following the Amendment Date, this Section 3.6(a) shall cease to apply to the Ceding Company’s administration of each Award granted, the terms and conditions of each Award andCovered Insurance Policies. (b) Following the Amendment Date, subject to limitations in the Planreceipt of all requisite regulatory approvals, the individuals Parties intend to whom Awards will be grantedenter into the FLAS Administrative Services Agreement pursuant to which the Ceding Company would appoint FLAS to perform certain administrative services with respect to the Administered Policies described therein, other than certain administrative services that the Ceding Company agrees to continue to perform in respect of such Administered Policies (the “Retained Services”). The Compensation Committee also has full power Notwithstanding any appointment by the Ceding Company of FLAS or any replacement third party administrator to perform administrative services with respect to the Administered Policies, the Ceding Company shall remain ultimately responsible to the policyholders for such administration. (c) For any period between the Amendment Date and authority to the date the Parties enter into the FLAS Administrative Services Agreement (or any replacement thereof), and for any period thereafter that the FLAS Administrative Services Agreement (or any replacement thereof) is not in effect, the Ceding Company shall provide all of the administrative services in respect of the Covered Insurance Policies. For any period that the FLAS Administrative Services Agreement (or any replacement thereof) is in effect, (i) promulgatepursuant to the terms of such administrative service agreement, amend FLAS (or any other Reinsurer Appointed Administrator) shall perform certain administrative services with respect to the Administered Policies described therein, other than any Retained Services; and rescind rules (ii) the Ceding Company shall provide all of the administrative services in respect of the Self-Administered Policies and regulations relating perform the Retained Services. All services to be performed by the Ceding Company hereunder at any point in time on or after the Amendment Date (the “Administrative Services”) shall be performed in accordance with the Appendix A hereto (the “Administrative Appendix”). (d) The Reinsurer shall be bound by all payments and settlements entered into (i) by any Reinsurer Appointed Administrator and (ii) by the Ceding Company in accordance with Section 2.4. For purposes of interpreting Sections 2.4 and 3.6, the Reinsurer shall be absolutely bound by any act or failure to act by it or any Reinsurer Appointed Administrator providing all or a portion of administrative services as respects the Covered Insurance Policies reinsured hereunder. (e) Following the Amendment Date, in addition to entering into the FLAS Administrative Services Agreement and transitioning the administration of the PlanAdministered Policies to FLAS (which transition is governed by the terms of the Initial Purchase Agreement and shall not be subject to the requirements of this Section 3.6(e)), the Reinsurer shall have the right to recommend to the Ceding Company that the administration of all or a portion of the Administrative Services remaining with the Ceding Company be transferred to FLAS or an alternative administrator (each alternative administrator, FLAS and any replacement of any of the foregoing, a “Reinsurer Appointed Administrator”), and the Ceding Company shall not unreasonably withhold its consent as respects a transition to any such Reinsurer Appointed Administrator; provided, that (i) except as set forth below in Section 3.6(i), the Reinsurer shall bear all costs to transition any Administrative Services to such Reinsurer Appointed Administrator, as well as any damages or costs resulting from such transition, including, without limitation, any early termination fees, any increases in service fees on business remaining with the predecessor administrator to the extent such increase in service fees results from such transition, and any other costs and expenses resulting from the transition, (ii) interpret all requisite regulatory approvals shall have been received for such Reinsurer Appointed Administrator to administer the Plan and all related award agreements applicable Administrative Services and (iii) exercise discretion the Ceding Company reserves the right to perform due diligence on any proposed Reinsurer Appointed Administrator prior to granting or withholding its consent and the Reinsurer shall give due regard to the Ceding Company’s views regarding the qualifications of any such Reinsurer Appointed Administrator; and provided, further, that any recommendation to transition Administrative Services that are being performed by any Non-Transitioned TPAs, shall be subject to the terms, conditions and limitations contained in making the applicable administrative services agreements with such Non-Transitioned TPAs. Such transition may be accomplished in stages on an administration function-by-administration function basis as the Parties shall mutually agree, pursuant to a mutually acceptable administrative services agreement (or an amendment to the FLAS Administrative Services Agreement or any other determinations that it deems necessary or desirable for administration replacement thereof) (each such agreement, the FLAS Administrative Services Agreement and any replacement of any of the Planforegoing, an “Administrative Services Agreement”) having terms and conditions reasonably acceptable to the Ceding Company, which shall include the specific services required to be performed, the accounting and reporting requirements, the service standards, financial consideration, insurance requirements and the term and termination of the arrangement. (f) Notwithstanding any provision of this Agreement to the contrary, no act or failure to act by the Reinsurer or any Reinsurer Appointed Administrator shall be considered an act or failure to act by the Ceding Company for any purpose of this Agreement unless such act or failure to act is at the written direction or request of the Ceding Company. Without limiting the foregoing, the Ceding Company shall not be deemed to be in breach of this Agreement as a result of any failure to perform, or inadequacy in the performance of, any obligation of the Ceding Company hereunder to the extent such performance by the Ceding Company is reasonably dependent on the performance by a Reinsurer Appointed Administrator of its obligations under any Administrative Services Agreement that has not been properly, timely and fully performed. (g) Reinsurer shall be deemed to have knowledge of, approved, consented to, and/or ratified any act or failure to act by any Reinsurer Appointed Administrator. Any action taken fact, circumstance or issue that is known or should reasonably be known by any Reinsurer Appointed Administrator shall be deemed known by the Compensation Committee will be finalReinsurer. (h) Reinsurer shall, binding and conclusiveshall cause any Reinsurer Appointed Administrator, to provide all data and any reports reasonably requested by Ceding Company in connection with the Administered Policies to enable Ceding Company to comply with all applicable financial, regulatory, tax and rating agency requirements, as well as all other filings required by Applicable Law or in connection with Actions or Legally Required Ceding Company Actions, subject to and in accordance with the terms of any applicable Administrative Services Agreement. Subject Reinsurer shall, and shall cause any Reinsurer Appointed Administrator to, prepare and deliver any such data and reports on a timely basis in order for Ceding Company to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal manage any Actions or comply with any filing or other mandatory deadlines required by Applicable Law or Ceding Company’s internal reporting requirements. (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event that the administration of all or a portion of the Administrative Services are transferred from the Ceding Company to FLAS or an alternative administrator pursuant to Section 3.6(e) above due to a Material Ceding Company Administration Breach, the Ceding Company shall bear all costs to transition such Administrative Services to such Reinsurer Appointed Administrator, as well as any damages or costs resulting from such transition, including, without limitation, any early termination fees, any increases in service fees on business remaining with the predecessor administrator to the extent such increase in service fees results from such transition, and any other costs and expenses resulting from the transition. A “Material Ceding Company Administration Breach” shall have occurred (A) if there is any material breach by the Ceding Company in the performance of the Administrative Services in accordance with the terms of this Agreement that has had, or would be reasonably expected to have, a material adverse effect on the business, reputation, relations with regulators or financial condition of the Reinsurer or its Affiliates and such breach is not cured within twenty (20) Business Days following receipt by the Ceding Company of written notice of such breach from the Reinsurer, or (B) if there is any pattern of breaches by the Ceding Company in the performance of the Administrative Services in accordance with the terms of this Agreement that have caused, or would be reasonably expected to cause, material detriment to the Reinsurer, following thirty (30) Business Days written notice thereof to the Ceding Company by the Reinsurer and a one-time opportunity to cure, if such pattern of breaches is capable of being cured and material detriment to Ceding Company has not occurred. For purposes hereof, “material detriment to the Reinsurer” means (I) any remedy of specific performance, injunction, consent order or other form of equitable relief imposed on the Reinsurer that would be material to any line of business of the Reinsurer, (II) any loss by the Reinsurer of any Common Share dividendinsurance license or qualification, Common Share split(III) the inability of the Reinsurer to satisfy material regulatory requirements, (IV) a determination by an applicable regulator that such activity constitutes an intentional and material violation of any material law, statute or regulation or any criminal act, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation (V) any material and adverse impact on the Reinsurer’s ability to conduct its business or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsits relationships with regulators.

Administration. The Plan is a. This Agreement shall be administered by the Compensation Committee, which is comprised solely Board of “independent directors” within the meaning Directors of the Nasdaq Stock Market Marketplace Rules Bank (the “Nasdaq RulesBoard”). To . b. As the extent that administrator, the Board determines it is appropriate shall have the powers, duties and full discretionary authority to: i. Construe and interpret the provisions of this Agreement; ii. Adopt, amend or revoke rules and regulations for the compensation realized from Awards administration of this Agreement, provided they are not inconsistent with the provisions of this Agreement; iii. Provide appropriate parties with such returns, reports, descriptions and statements as may be required by law, within the times prescribed by law and to make them available to the Insured (or the Insured’s beneficiary) when required by law; iv. Take such other action as may be considered reasonably required to administer this Agreement in accordance with its terms or as may be required by law; v. Withhold applicable taxes and file with the Internal Revenue Service appropriate information returns with respect to any payments and/or benefits provided hereunder; and vi. Appoint and retain such persons as may be necessary to carry out its duties as administrator. c. The Board shall serve as the “performance basednamed fiduciary,” compensation under as such term is defined in Section 162(m402(a) of the Internal Revenue Code Employee Retirement Income Security Act of 19861974, as amended (the “CodeERISA”), with respect to this Agreement (the Committee “Named Fiduciary”). The Named Fiduciary shall be responsible for the management, control and administration of the Policy’s death proceeds. The Named Fiduciary may, in its reasonable discretion, delegate certain aspects of its management and administrative responsibilities. Upon the death of the Insured, the Named Fiduciary will contact the Insurer in order to complete a claim form and determine what other steps need to be taken. The Insurer will evaluate and make a decision as to payment. If the claim is eligible for payment under the Policy, a check will be composed of two issued to the Beneficiary. If the Insurer determines that a claim is not eligible for payment under the Policy, the Beneficiary may, in its sole discretion, contest such claim denial by contacting the Insurer in writing. d. Any decision or more members who are “outside directors” within the meaning of Section 162(m) action of the Code (Board with respect to any question arising out of or in connection with the administration, interpretation, and application of this Agreement and the Treasury Regulations rules and regulations promulgated thereunder), and, to hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement. e. The Bank shall indemnify and hold harmless the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals those to whom Awards will be granted. The Compensation Committee also has full power management and authority to (i) promulgateoperation responsibilities of this Agreement have been delegated, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan against any and all related award agreements and (iii) exercise discretion claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count willful misconduct by the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award Board or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsits members.

Administration. The Plan is shall be administered by the Compensation Committee; provided, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate may, in its discretion, at any time and from time to time, resolve to administer the Plan, in which case the term “Committee” shall be deemed to mean the Board for all purposes herein. Subject to the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) provisions of the Internal Revenue Code of 1986, as amended (the “Code”)Plan, the Committee will shall be composed of two authorized to: (i) select persons to participate in the Plan in addition to those entitled to participate in the Plan pursuant to Employment Agreements entered into at or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, prior to the extent Effective Date; (ii) determine the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Actform, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administratorsubstance, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award andadditional grant made under the Plan; (iii) certify that the conditions and restrictions applicable to any grant have been met; (iv) modify the terms of grants made under the Plan; (v) make any adjustments necessary or desirable in connection with grants made under the Plan to eligible participants located outside the United States; (vi) adopt, subject to limitations in amend, or rescind rules and regulations for the administration of the Plan, including, but not limited to, correcting any defect or supplying any omission, or reconciling any inconsistency in the individuals Plan or in any Employment Agreement, in the manner and to whom Awards will be granted. The Compensation Committee also has full power the extent it shall deem necessary or advisable, including so that the Plan and authority the operation of the Plan complies with the Code to the extent applicable and other applicable law; and (vii) exercise such powers and perform such acts as are deemed necessary or advisable to promote the best interests of the Company with respect to the Plan; provided, that in no event shall any amendment, modification, adjustment, correction or supplement to the Plan pursuant to the foregoing clauses (i) promulgatethrough (vii) adversely affect any Plan Participant without such Plan Participant’s consent. The validity, amend construction, and rescind effect of the Plan and any rules and regulations relating to administration the Plan shall be determined in accordance with applicable federal and state laws and rules and regulations promulgated pursuant thereto. No member of the PlanCommittee and no officer of the Company shall be liable for any action taken or omitted to be taken by such member, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making by any other determinations that it deems necessary or desirable for administration member of the Plan. Any action taken Committee or by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless officer of the number Company in connection with the performance of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance duties under the Plan, (ii) except for such person’s own willful misconduct or as expressly provided by statute. The expenses of administering the grant limitations imposed on Awards, as described above, (iii) Plan shall be borne by the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsCompany.

Administration. (a) The Plan is administered by Committee shall administer the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”)Plan. To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the The Committee will be composed shall consist of two or more members who are “outside directors” within the meaning of Section 162(m) disinterested directors of the Code (and the Treasury Regulations promulgated thereunder)Holding Company, and, to the extent who shall be appointed by the Board determines it is appropriate of Directors. A member of the Board of Directors shall be deemed to be "disinterested" only if he or she satisfies such requirements as the Securities and Exchange Commission may establish for awards under the Plan non-employee directors administering plans intended to qualify for the exemption available under SEC Rule 16b-3(d)(116b-3 (or its successor) or Rule 16b-3(e) promulgated under the Exchange Act, the . (b) The Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to shall (i) promulgate, amend select the Employees and rescind rules and regulations relating Outside Directors who are to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of receive Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) determine the grant limitations imposed on type, number, vesting requirements and other features and conditions of such Awards, as described above, (iii) interpret the number, kind Plan and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; Award Agreements in all respects and (iv) make all other decisions relating to the operation of the Plan. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee's determinations under the Plan shall be final and binding on all persons. (c) Each Award shall be evidenced by a written agreement ("Award Agreement") containing such provisions as may be required by the Plan and otherwise approved by the Committee. Each Award Agreement shall constitute a binding contract between the Holding Company or an Affiliate and the Participant, and every Participant, upon acceptance of an Award Agreement, shall be bound by the terms and restrictions of the Plan and the Award Agreement. The terms of each Award Agreement shall be in accordance with the Plan, but each Award Agreement may include any additional provisions and restrictions determined by the Committee, in its discretion, provided that such additional provisions and restrictions are not inconsistent with the terms of the Plan. In particular and at a minimum, the Committee shall set forth in each Award Agreement: (i) the type of Award granted; (ii) the Exercise Price of any Option; (iii) the number of shares subject to the Award; (iv) the expiration date of the Award; (v) the manner, time, and rate (cumulative or otherwise) of exercise price or vesting of Options such Award; and SARs(vi) the restrictions, if any, placed upon such Award, or upon shares which may be issued upon exercise of such Award. The Chairman of the Committee and such other directors and officers as shall be designated by the Committee is hereby authorized to execute Award Agreements on behalf of the Company or an Affiliate and to cause them to be delivered to the recipients of Awards. (d) The Committee may delegate all authority for: (i) the determination of forms of payment to be made by or received by the Plan and (ii) the execution of any Award Agreement.

Administration. The Committee will administer the Plan. The Committee will interpret the Plan is administered and any Award Agreement or other form of agreement or other document used by the Compensation Committee, which is comprised solely of “independent directors” within Corporation in the meaning administration of the Nasdaq Plan or of any Award, and prescribe such rules, regulations, and procedures in connection with the operation of the Plan, as it deems to be necessary and advisable for the administration of the Plan consistent with the purposes of the Plan. Without limiting the foregoing, the Committee will have the authority and complete discretion to: (a) Prescribe, amend, and rescind rules and regulations relating to the Plan and any Awards; (b) Select Eligible Individuals (including members of the Committee) to receive Awards, as provided in Section 4.1 of the Plan; (c) Determine the form and terms of Awards; (d) Determine the number of shares of Stock Market Marketplace Rules or other consideration subject to Awards, as provided in Articles 5 through 9 of the Plan; (e) Determine whether Awards will be granted singly, in combination or in tandem with, in replacement of, or as alternatives to, other Awards under the Plan or grants or awards under any other incentive or compensation plan of the Corporation; (f) Construe and interpret the Plan, any Award Agreement in connection with an Award and any other agreement or document executed pursuant to the Plan; (g) Correct any defect or omission, or reconcile any inconsistency in the Plan, any Award or any Award Agreement; (h) Accelerate or, with the consent of the Participant, defer the vesting of any Award or the exercise date of any Award, subject to the limitations of Section 409A; (i) Authorize any person to execute on behalf of the Corporation any instrument required to effectuate the grant of an Award and delegate to Officers of the Corporation the authority to perform administrative functions under the Plan subject to any legal requirements that the Committee as a whole take action with respect to such function, other than any such delegation that would cause Awards or other transactions under the Plan to cease to (i) be exempt from Section 16(b) of the Exchange Act, (ii) satisfy the independent director requirements of the applicable national or regional securities exchange or market system, or (iii) qualify as “Nasdaq Rules”performance-based compensation” under Section 162(m); (j) To the extent permissible under Section 141(c) and Section 157(c) of the Delaware General Corporation Law and other applicable laws, regulations and stock exchange rules, the Board and the Committee may each, in their discretion, delegate to another committee or one or more officers of the Corporation, any or all of the authority and responsibility of the Committee with respect to awards to Employees who are not subject to Section 16 of the Exchange Act at the time any such delegated authority or responsibility is exercised. To the extent that the Board determines it is appropriate for or the compensation realized from Awards Committee has delegated to be considered “performance based” compensation under Section 162(m) such other committee or to one or more officers of the Internal Revenue Code of 1986, as amended (the “Code”)Corporation, the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) authority and responsibility of the Code (and the Treasury Regulations promulgated thereunder), and, Committee pursuant to the extent foregoing, all references to the Board determines it is appropriate for awards under Committee in the Plan shall be deemed to qualify for refer to such other committee or to such officer or officers; (k) Amend, modify, extend, cancel or renew any Award, and authorize the exemption available under SEC Rule 16b-3(d)(1) exchange, substitution, or Rule 16b-3(e) promulgated under the Exchange Actreplacement of Awards, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to provided that (i) promulgateno such amendment, amend and rescind rules and regulations relating modification, extension, cancellation, renewal, exchange, substitution, or replacement will be to administration the detriment of a Participant with respect to any Award previously granted without the Planaffected Participant’s written consent, (ii) interpret any such amendment, modification, extension, cancellation, renewal, exchange, substitution or replacement must satisfy the Plan and all related award agreements requirements for exemption under Section 409A, and (iii) exercise discretion in making no event will the Committee be permitted to reduce the Exercise Price of any outstanding Option, cancel an Option in exchange for cash or other Awards, exchange or replace an outstanding Option with a new Option with a lower Exercise Price, or take any other action that would be a “repricing” of Options, without stockholder approval, except pursuant to Section 5.2; (l) Determine whether a Participant has engaged in the operation or management of a business that is in competition with the Corporation or any of its Affiliates, or whether a Participant has violated the restrictive covenants referred to in Section 10.12; and (m) Make all other determinations that it deems deemed necessary or desirable advisable for the administration of the Plan. Any The Committee will keep records of action taken by at its meetings. A majority of the Compensation Committee will be finalconstitute a quorum at any meeting, binding and conclusive. Subject to the adjustments discussed below, the aggregate number acts of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless a majority of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of members present at any condition to meeting at which a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Sharesquorum is present, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled acts approved in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or writing by a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any majority of the following to reflect any change in capitalization Committee, will be the acts of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsCommittee.

Administration. The Plan is 21.1 This Agreement shall be administered by the Compensation Committee, which is comprised solely . The Committee shall consist of “independent directors” within the meaning at least two (2) Directors and may consist of the Nasdaq Stock Market Marketplace Rules (entire Board; provided, however, that if the “Nasdaq Rules”)Committee consists of less than the entire Board, each member shall be a Nonemployee Director. To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) For purposes of the Internal Revenue Code of 1986preceding sentence, as amended (the “Code”), the Committee will be composed of two if one or more members who are “outside directors” within the meaning of Section 162(m) of the Code (Committee is not a Nonemployee Director but recuses himself or herself or abstains from voting with respect to a particular action taken by the Committee, then the Committee, with respect to that action, shall be deemed to consist only of the members of the Committee who have not recused themselves or abstained from voting. 21.2 No member of the Committee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to this Agreement. The Company hereby agrees to indemnify each member of the Committee for all costs and the Treasury Regulations promulgated thereunder), expenses and, to the extent the Board determines it is appropriate for awards under the Plan to qualify permitted by applicable law, any liability incurred in connection with defending against, responding to, negotiating for the exemption available under SEC settlement of or otherwise dealing with any claim, cause of action or dispute of any kind arising in connection with any actions in administering this Agreement or in authorizing or denying authorization to any transaction hereunder. 21.3 Subject to the express terms and conditions set forth herein, the Committee shall have the power from time to time: (a) to construe and interpret this Agreement and to establish, amend and revoke rules and regulations for the administration of this Agreement, including, but not limited to, correcting any defect or supplying any omission, or reconciling any inconsistency in this Agreement, in the manner and to the extent it shall deem necessary or advisable, including so that this Agreement complies with Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated 16b-3 under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within Code to the meaning of Rule 16b-3extent applicable and other applicable law, and otherwise to make this Agreement fully effective. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time All decisions and determinations by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full exercise of this power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will shall be final, binding and conclusive. Subject conclusive upon the Company, its Subsidiaries, the Optionee, and all other persons having any interest herein; (b) to determine the duration and purposes for leaves of absence which may be granted to the adjustments discussed below, the aggregate number Optionee on an individual basis without constituting a termination of Common Shares available employment or service for the grant purposes of Awards under the Plan will equal this Agreement; (ic) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon exercise its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld discretion with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) powers and rights granted to any employee it as set forth in any calendar year may not cover more than 250,000 Common Sharesthis Agreement; and (d) generally, if to be settled in Common Shares, exercise such powers and to perform such acts as are deemed necessary or an amount equal advisable to promote the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any best interests of the following Company with respect to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsthis Agreement.

Administration. The Plan is (a) This Agreement will be administered by the Compensation Committee, which is comprised solely Board of “independent directors” within the meaning Directors of the Nasdaq Stock Market Marketplace Rules Bank (the “Nasdaq RulesBoard”). To . (b) As the extent that administrator, the Board determines it is appropriate will have the powers, duties, and full discretionary authority to: (i) Construe and interpret the provisions of this Agreement; (ii) Adopt, amend, or revoke rules and regulations for the compensation realized from Awards administration of this Agreement, provided they are not inconsistent with the provisions of this Agreement; (iii) Provide appropriate parties with such returns, reports, descriptions, and statements as may be required by law, within the times prescribed by law and to make them available to the Insured (or the Insured’s beneficiary) when required by law; (iv) Take such other action as may be considered “performance based” compensation under Section 162(mreasonably required to administer this Agreement in accordance with its terms or as may be required by law; (v) of Withhold applicable taxes and file with the Internal Revenue Code of 1986, Service appropriate information returns with respect to any payments and/or benefits provided hereunder; and (vi) Appoint and retain such persons as amended may be necessary to carry out its duties as administrator. (c) The Bank will serve as the “Code”), the Committee named fiduciary with respect to this Agreement. The named fiduciary will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify responsible for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Actmanagement, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administratorcontrol, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the PlanPolicy's death proceeds. The named fiduciary may, (ii) interpret in its reasonable discretion, delegate certain aspects of its management and administrative responsibilities. If the Plan and all related award agreements and (iii) exercise discretion in making any other determinations named fiduciary has a claim that it deems necessary or desirable believes may be covered under the Policy, it will contact the Insurer in order to complete a claim form and determine what other steps need to be taken. The Insurer will evaluate and make a decision as to payment. If the claim is eligible for administration of payment under the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed belowPolicy, the aggregate number of Common Shares available Insurer will process payment. If the Insurer determines that a claim is not eligible for the grant of Awards payment under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807Policy, the number of Common Shares available for issuance under named fiduciary may, in its sole discretion, contest such claim denial by contacting the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled Insurer in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARswriting.

Administration. (a) The Plan is shall be administered by the Compensation Committee, which is comprised solely Administrator in accordance with the requirements of Rule 16b-3 under the Exchange Act (“independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq RulesRule 16b-3”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent applicable. (b) Pursuant to the Board determines it is appropriate for awards under terms of the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange ActPlan, the Committee will be composed Administrator, subject, in the case of two or more members who are “non-employee directors” within any Committee, to any restrictions on the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time authority delegated to it by the Board. In its capacity as plan administrator, shall have the Compensation Committee determines power and authority, without limitation: (i) to select those Eligible Recipients who shall be Participants; (ii) to determine whether and to what extent Options, Stock Appreciation Rights, Restricted Shares, Restricted Stock Units, Other Share-Based Awards, Other Cash-Based Awards or a combination of any of the type foregoing, are to be granted hereunder to Participants; (iii) to determine the number of Shares to be made subject to each Award; (iv) to determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award grantedgranted hereunder, including, but not limited to, (A) the restrictions applicable to Awards and the conditions under which restrictions applicable to such Awards shall lapse, (B) the Performance Goals and performance periods applicable to Awards, if any, (C) the Exercise Price of each Award, (D) the vesting schedule applicable to each Award, (E) any confidentiality or restrictive covenant provisions applicable to the Award, and (F) subject to the requirements of Code Section 409A (to the extent applicable), any amendments to the terms and conditions of each outstanding Awards, including, but not limited to, extending the exercise period of such Awards and accelerating the vesting schedule of such Awards; (v) to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all Award andAgreements evidencing Options, subject Stock Appreciation Rights, Restricted Shares, Restricted Stock Units or Other Share-Based Awards, Other Cash-Based Awards or any combination of the foregoing granted hereunder; (vi) to limitations determine Fair Market Value; (vii) to determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of the Participant’s employment for purposes of Awards granted under the Plan; (viii) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; (ix) to reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations any Award Agreement or other instrument or agreement relating to the Plan or an Award granted under the Plan; and (x) to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan, . (iic) interpret All decisions made by the Administrator pursuant to the provisions of the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will shall be final, conclusive and binding on all persons, including the Company and conclusivethe Participants. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless No member of the number Board or the Committee, or any officer or employee of Common Shares used to settle the SAR upon its exercise. In additionCompany or any Subsidiary thereof acting on behalf of the Board or the Committee, Common Shares subject to an Award that are used to pay the exercise price of such Awardshall be personally liable for any action, are tendered omission, determination, or interpretation taken or made in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld good faith with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) and all members of the grant limitations imposed Board or the Committee and each and any officer or employee of the Company and of any Subsidiary thereof acting on Awardstheir behalf shall, as described aboveto the maximum extent permitted by law, (iii) be fully indemnified and protected by the numberCompany in respect of any such action, kind and class of shares of First Financial subject to Optionsomission, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsdetermination or interpretation.

Administration. (a) The Plan is administered by Board or the Compensation CommitteeCommittee will administer the Plan. References herein to the Board shall be deemed to refer to the Committee except where context dictates otherwise. (b) The Board will have the power, which is comprised solely of “independent directors” subject to, and within the meaning limitations of, the express provisions of the Nasdaq Stock Market Marketplace Rules Plan: (i) To determine how and when Purchase Rights will be granted and the “Nasdaq Rules”provisions of each Offering (which need not be identical). . (ii) To designate from time to time (A) which Related Corporations will be eligible to participate in the Plan as Designated 423 Corporations, (B) which Related Corporations or Affiliates will be eligible to participate in the Plan as Designated Non-423 Corporations, and (C) which Designated Companies will participate in each separate Offering (to the extent that the Board determines Company makes separate Offerings). (iii) To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it is appropriate for deems necessary or expedient to make the compensation realized from Awards Plan fully effective. (iv) To settle all controversies regarding the Plan and Purchase Rights granted under the Plan. (v) To suspend or terminate the Plan at any time as provided in Section 12. (vi) To amend the Plan at any time as provided in Section 12. (vii) Generally, to be considered “performance based” compensation under Section 162(m) exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Internal Revenue Code Company and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan with respect to the 423 Component. (viii) To adopt such rules, procedures and sub-plans as are necessary or appropriate to permit or facilitate participation in the Plan by Employees who are foreign nationals or employed or located outside the United States. Without limiting the generality of, and consistent with, the foregoing, the Board specifically is authorized to adopt rules, procedures, and sub-plans regarding, without limitation, eligibility to participate in the Plan, the definition of 1986eligible “earnings,” handling and making of Contributions, as amended establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of share issuances, any of which may vary according to applicable requirements, and which, if applicable to a Designated Non-423 Corporation, do not have to comply with the requirements of Section 423 of the Code. (c) The Board may delegate some or all of the “Code”)administration of the Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee will be composed of two or more members who are “outside directors” within have, in connection with the meaning of Section 162(m) administration of the Code Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references to the Treasury Regulations promulgated thereunderBoard in this Plan and in any applicable Offering Document will thereafter be to the Committee or subcommittee, as applicable, except where context dictates otherwise), andsubject, however, to such resolutions, not inconsistent with the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members provisions of the Compensation Committee do not serve fixed terms but Plan, as may be appointed or removed at any adopted from time to time by the Board. In its capacity as plan administratorFurther, to the extent not prohibited by Applicable Law, the Compensation Board or Committee determines may, from time to time, delegate some or all of its authority under the type Plan to one or more officers of each Award grantedthe Company or other persons or groups of persons as it deems necessary, appropriate or advisable under conditions or limitations that it may set at or after the time of the delegation. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee, the terms Board will have the final power to determine all questions of policy and conditions of each Award and, subject to limitations expediency that may arise in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan. (d) All determinations, (ii) interpret the Plan interpretations and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken constructions made by the Compensation Committee Board in good faith will not be subject to review by any person and will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares conclusive on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsall persons.

Administration. The Plan is This RSA Agreement will be administered by the Compensation Committee. Subject to the general purposes, which is comprised solely terms and conditions of “independent directors” within this RSA Agreement, and to the meaning direction of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”)Board, the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (have full power to implement and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Actcarry out this RSA Agreement. Without limitation, the Committee will have the authority to: (a) construe and interpret this RSA Agreement; (b) determine the fair market value in good faith and interpret the applicable provisions of this RSA Agreement in connection with circumstances that impact the fair market value, if necessary; (c) grant waivers of any conditions of this Award; (d) correct any defect, supply any omission, or reconcile any inconsistency in this Award or this RSA Agreement; (e) determine whether this Award has been earned; or (f) make all other determinations necessary or advisable in connection with the administration of this RSA Agreement; provided, that, in each case, no such action shall be composed in contravention of two any express terms of this Award. Any amendment or more members who are “non-employee directors” within other modification of this RSA Agreement shall be memorialized in a written instrument executed by the meaning of Rule 16b-3Company and Participant. The members Board may delegate full administrative authority over this Award to a Committee consisting of at least one member of the Compensation Committee do not serve fixed Board (or such greater number as may then be required by applicable law). Unless in contravention of any express terms but may be appointed or removed at of this Award, any time determination made by the BoardCommittee with respect to any Award will be made in its sole discretion. In its capacity as plan administratorAny such determination will be final and binding on the Company and on all persons having an interest in any Award under this RSA Agreement and will be given the maximum deference under applicable laws. By Participant’s signature and the signature of the Company’s representative on the, Participant and the Compensation Committee determines the type of each Company agree that this Award granted, is granted under and governed by the terms and conditions of each Award andthis RSA Agreement. /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ December 19, subject 2017 December 19, 2017 Capitalized terms used in this Exhibit A shall have the meanings prescribed to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards them under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as this RSA Agreement unless otherwise defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsherein.

Administration. (a) The Plan is shall be administered by the Compensation Committee, which is comprised solely Administrator and shall be administered in accordance with the requirements of Rule 16b-3 under the Exchange Act (“independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “CodeRule 16b-3”), to the Committee will extent applicable. (b) Pursuant to the terms of the Plan, the Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated to it by the Board, shall have the power and authority, without limitation: (1) to select those Eligible Recipients who shall be composed Participants; (2) to determine whether and to what extent Awards are to be granted hereunder to Participants; (3) to determine the number of two Shares to be covered by each Award granted hereunder; (4) to determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including, but not limited to, (i) the restrictions applicable to Restricted Stock or more members who are “outside directors” within Restricted Stock Units and the meaning conditions under which restrictions applicable to such Restricted Stock or Restricted Stock Units shall lapse, (ii) the Performance Goals and periods applicable to Awards, (iii) the Exercise Price of each Option and the Base Price of each Stock Appreciation Right, (iv) the vesting schedule applicable to each Award, (v) the number of Shares or amount of cash or other property subject to each Award and (vi) subject to the requirements of Section 162(m) 409A of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan applicable), any amendments to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award andoutstanding Awards, subject including, but not limited to, extending the exercise period of such Awards and accelerating the vesting schedule of such Awards); (5) to limitations in determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing Awards; (6) to determine the individuals Fair Market Value in accordance with the terms of the Plan; (7) to whom determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of the Participant’s employment, tenure or service for purposes of Awards will be granted. The Compensation Committee also has full power granted under the Plan; (8) to adopt, alter and authority repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; (i9) promulgateto prescribe, amend and rescind rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or qualifying for favorable tax treatment under applicable foreign laws, which rules and regulations may be set forth in an appendix or appendices to the Plan or the applicable Award Agreement; and (10) to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan. (c) Notwithstanding the foregoing, but subject to Section 5 hereof, the Company may not, without first obtaining the approval of the Company’s shareholders, (i) amend the terms of outstanding Options or Stock Appreciation Rights to reduce the Exercise Price or Base Price, as applicable, of such Options or Stock Appreciation Rights, (ii) interpret cancel outstanding Options or Stock Appreciation Rights in exchange for Options or Stock Appreciation Rights with an Exercise Price or Base Price, as applicable, that is less than the Plan and all related award agreements and Exercise Price or Base Price of the original Options or Stock Appreciation Rights or (iii) exercise discretion cancel outstanding Options or Stock Appreciation Rights with an Exercise Price or Base Price, as applicable, that is above the current per share stock price, in making any exchange for cash, property or other determinations that it deems necessary or desirable for administration securities. (d) All decisions made by the Administrator pursuant to the provisions of the Plan. Any action taken by the Compensation Committee will Plan shall be final, conclusive and binding on all Persons, including the Company and conclusivethe Participants. Subject No member of the Board or the Committee, nor any officer or employee of the Company or any Subsidiary thereof acting on behalf of the Board or the Committee, shall be personally liable for any action, omission, determination, or interpretation taken or made in good faith with respect to the adjustments discussed belowPlan, and all members of the aggregate number Board or the Committee and each and any officer or employee of Common Shares available for the Company and of any Subsidiary thereof acting on their behalf shall, to the maximum extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, omission, determination or interpretation. (e) The Administrator may, in its sole discretion, delegate its authority, in whole or in part, under this Section 3 (including, but not limited to, its authority to grant of Awards under the Plan, other than its authority to grant Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares any Participant who is subject to such Award. In reporting under Section 16 of the case Exchange Act) to one or more officers of any SAR which is settled in Common Sharesthe Company, we will count the gross number of Common Shares subject to the SAR against the number requirements of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of applicable law or any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date stock exchange on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsare traded.

Administration. The Plan is shall be administered by the Compensation Committee, which is comprised solely of “independent directors” within Committee or by the meaning Chairman of the Nasdaq Stock Market Marketplace Rules (Committee in the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) exercise of the Internal Revenue Code of 1986, such authority as amended (the “Code”), the Committee will be composed of two may delegate to him or more members who are “outside directors” within the meaning of her from time to time, provided that Section 162(m162(m)(4)(C) of the Code (does not require action by the Committee as a whole. In addition to any other powers granted to the Committee, it shall have the following powers, subject to the express provisions of the Plan: 3.1. to determine in its discretion the Senior Executives to whom Options, Performance Units or Rights shall be granted and to whom Incentive Shares shall be awarded, the number of Shares to be subject to each Option, Right, Performance Unit grant or Incentive Share award, and the Treasury Regulations promulgated thereunder)terms upon which Options, andRights or Performance Units may be acquired, exercised, or forfeited and the terms and conditions of Incentive Share awards; 3.2. to determine all other terms and provisions of each Agreement, which need not be identical; 3.3. without limiting the generality of the foregoing, to provide in its discretion in an Agreement: (i) for an agreement by the extent Optionee or Grantee to render services to the Board determines it is appropriate for awards Corporation or a Subsidiary upon such terms and conditions as may be specified in the Agreement, provided that the Committee shall not have the power under the Plan to qualify commit the Corporation or any Subsidiary to employ or otherwise retain any Optionee or Grantee; (ii) for restrictions on the transfer, sale or other disposition of Shares issued to the Optionee upon the exercise of an Option, Right or Performance Unit, or for conditions with respect to the issuance of Incentive Shares; (iii) for an agreement by the Optionee or Grantee to resell to the Corporation, under specified conditions, Shares issued upon the exercise of an Option, Right or Performance Unit or awarded as Incentive Shares; (iv) for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members payment of the Compensation Committee do not serve fixed terms but may be appointed Option Price upon the exercise of an Option otherwise than in cash, including without limitation by delivery of Shares valued at Fair Market Value on the Date of Exercise of the Option or removed at a combination of cash and Shares; by means of any time attestation procedure approved or ratified by the Board. In its capacity as plan administrator, Committee; or by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Compensation Committee determines Corporation the type amount of each Award grantedsale or loan proceeds to pay the exercise price; (v) for the deferral of receipt of amounts that otherwise would be distributed upon exercise of a Performance Unit, the terms and conditions of each Award andany such deferral and any interest or dividend equivalent or other payment that shall accrue with respect to deferred distributions, subject to limitations the provisions of Article 11; (vi) for the forfeiture by any Optionee or Grantee of any Option, Right, Performance Unit, or Incentive Shares upon such terms and conditions as the Committee may deem advisable from time to time; and (vii) for the effect of a "change in control," as defined in the Agreement, of the Corporation on the rights of an Optionee or Grantee with respect to any Options, Rights, Performance Units or Incentive Shares. 3.4. to construe and interpret the Agreements and the Plan; 3.5. to require, whether or not provided for in the pertinent Agreement, of any person exercising an Option, Right or Performance Unit or acquiring Incentive Shares, at the time of such exercise or acquisition, the individuals making of any representations or agreements which the Committee may deem necessary or advisable in order to whom Awards comply with applicable securities, tax, or other laws; 3.6. to provide for satisfaction of an Optionee's or Grantee's tax liabilities arising in connection with the Plan through, without limitation, retention by the Corporation of shares of Common Stock otherwise issuable on the exercise of a Nonstatutory Stock Option, Right or Performance Unit or pursuant to an award of Incentive Shares or through delivery of Common Stock to the Corporation by the Optionee or Grantee under such terms and conditions as the Committee deems appropriate, including but not limited to any attestation procedure approved or ratified by the Committee; 3.7. to provide with respect to any Option, including those outstanding on February 20, 1997, that, if the Optionee, while a Senior Executive, exercises the Option or satisfies any related tax withholding obligation in whole or in part by surrendering already-owned shares of Common Stock, the Optionee will, subject to this Section 3.7 and such other terms and conditions as may be imposed by the Committee, receive an additional option ("Reload Option"). The Reload Option will be granted. The Compensation Committee also has full power and authority to (i) promulgatepurchase, amend and rescind rules and regulations relating to administration at Fair Market Value as of the Plandate the original Option was exercised, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate a number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number shares of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares whole shares surrendered by the Optionee to exercise the original Option or to satisfy any related tax withholding obligation. The Reload Option will be exercisable only between its Date of Grant and the date of the expiration of the original Option. A Reload Option shall be subject to such Award. In additional terms and conditions as the case of any SAR Committee shall approve, which is settled in Common Shares, we terms may provide that the Committee may cancel the Optionee's right to receive the Reload Option and that the Reload Option will count be granted only if the gross number of Common Shares subject Committee has not canceled such right prior to the SAR against the number of Common Shares available for future Awards, regardless exercise of the number original Option. 3.8. to make all other determinations and take all other actions necessary or advisable for the administration of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan; and 3.9. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options delegate to officers or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any managers of the following Corporation or any Subsidiary the authority to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance perform administrative functions under the Plan, (iiprovided that Section 162(m)(4)(C) of the grant limitations imposed on Awards, Code does not require action by the Committee as described above, (iii) a whole with respect to such function. Any determinations or actions made or taken by the number, kind Committee pursuant to this Article shall be binding and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsfinal.

Administration. The Plan is shall be administered by the Compensation Committee, or, if no Committee has been designated or appointed, by the Board (in which is comprised solely of “independent directors” within case all references herein to the meaning of Committee shall include the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”Board). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”)Among other things, the Committee will be composed of two or more members who are “outside directors” within shall have the meaning of Section 162(m) authority, subject to the terms of the Code Plan, to: (a) select the Participants to whom Awards may from time to time be granted; (b) determine whether and to what extent Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights and Restricted Stock or any combination thereof are to be granted hereunder; (c) determine the Treasury Regulations promulgated thereunder), and, number of shares of Common Stock to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time covered by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, granted hereunder; (d) determine the terms and conditions of each any Award andgranted hereunder (including, subject to limitations in the Planbut not limited to, the individuals option price, any vesting conditions, restrictions or limitations (which may be related to whom Awards will the performance of the Participant, the Company or any of its Affiliates)) and any acceleration of vesting or waiver of forfeiture regarding any Award and the shares of Common Stock relating thereto, based on such factors as the Committee shall determine; (e) modify, amend or adjust the terms and conditions of any Award, at any time or from time to time; (f) determine to what extent and under what circumstances Common Stock and other amounts payable with respect to an Award shall be granted. The Compensation Committee also has full power deferred; (g) determine under what circumstances an Award may be settled in cash or Common Stock under Section 5(g); (h) adopt, alter and authority repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; (i) promulgate, amend interpret the terms and rescind rules and regulations relating to administration provisions of the Plan, (ii) interpret the Plan and all related award agreements any Award issued under the Plan (and any agreement relating thereto); and (iiij) exercise discretion in making any other determinations that it deems necessary or desirable for otherwise supervise the administration of the Plan. The Committee may act only by a majority of its members then in office, except that the members thereof may authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the Committee. Any action taken dispute or disagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of the Plan or an Award (or related Award Agreement) granted hereunder shall be determined by the Compensation Committee. Any determination made by the Committee will be final, binding and conclusive. Subject pursuant to the adjustments discussed belowprovisions of the Plan with respect to the Plan, any Award or Award Agreement shall be made in the aggregate number sole discretion of Common Shares available for the Committee and, with respect to an Award, at the time of the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807Award or, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case unless in contravention of any SAR which is settled in Common Shares, we will count the gross number express term of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) at any time thereafter. All decisions made by the grant limitations imposed Committee shall be final and binding on Awardsall persons, as described above, (iii) including the number, kind Company and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsParticipants.

Administration. The Plan is shall be administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning . No Person shall be appointed to or serve as a member of the Nasdaq Stock Market Marketplace Rules (Committee unless at the time of such appointment and service he shall be a “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance basednon-employee director” compensation under Section 162(m) of the Internal Revenue Code of 1986as defined in Rule 16b-3, as amended (the “Code”), the Committee will be composed of two or more members who are an “outside directorsdirector” within the meaning of Section 162(m) of the Code (Code, and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are an “non-employee directorsindependent director” within the meaning of Rule 16b-3any applicable listing requirement of the New York Stock Exchange applicable to the Committee. The members Committee shall have authority to issue Grants and Awards upon such terms (not inconsistent with the provisions of this Plan) as the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be grantedconsider appropriate. The Compensation Committee also has full power terms of such Grants and authority Awards may include conditions (in addition to those contained in this Plan) on (i) promulgatethe exercisability of all or any part of an Option or SAR and (ii) the transferability or forfeitability of a Stock Award, amend Incentive Award or award of Stock Units, including, by way of example and not of limitation, requirements that a Participant complete a specified period of employment or service with the Company or a Subsidiary, requirements that the Company achieve a specified level of financial performance or financial return. Notwithstanding any such conditions, the Committee may, in its discretion, accelerate the time at which any Option or SAR may be exercised or the time at which a Stock Award may become transferable or nonforfeitable or both; provided, however, that if an Award is subject to Code section 409A, any acceleration must satisfy the requirements of such Code section. In addition, the Committee shall have complete authority to interpret all provisions of this Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules and regulations relating pertaining to the administration of the Plan, (ii) interpret ; and to make all other determinations necessary or advisable for the administration of this Plan. To fulfill the purposes of the Plan and all related award agreements and (iii) exercise discretion without amending the Plan, the Committee may also modify any Grants or Awards issued to Participants who are nonresident aliens or employed outside of the United States to recognize differences in making local law, tax policy or custom provided such modifications are permitted by Code section 409A, if applicable. The express grant in the Plan of any other determinations that it deems necessary specific power to the Committee shall not be construed as limiting any power or desirable for authority of the Committee. Any decision made, or action taken, by the Committee or in connection with the administration of the Plan. Any action taken by the Compensation Committee will this Plan shall be final, binding final and conclusive. Subject to All expenses of administering this Plan shall be borne by the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsCompany.

Administration. (a) The Board will administer the Plan is administered by unless and until the Compensation CommitteeBoard delegates administration of the Plan to a Committee or Committees, which is comprised solely of “independent directors” as provided in Section 2(c). (b) The Board will have the power, subject to, and within the meaning limitations of, the express provisions of the Nasdaq Stock Market Marketplace Rules Plan: (i) To determine how and when Purchase Rights will be granted and the “Nasdaq Rules”provisions of each Offering (which need not be identical). . (ii) To designate from time to time (A) which Related Corporations of the Company will be eligible to participate in the Plan as Designated 423 Companies, (B) which Related Corporations or Affiliates will be eligible to participate in the Plan as Designated Non-423 Companies, (C) which Affiliates or Related Corporations may be excluded from participation in the Plan, and (D) which Designated Companies will participate in each separate Offering (to the extent that the Board determines Company makes separate Offerings). (iii) To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it is appropriate for deems necessary or expedient to make the compensation realized from Awards Plan fully effective. (iv) To settle all controversies regarding the Plan and Purchase Rights granted under the Plan. (v) To suspend or terminate the Plan at any time as provided in Section 12. (vi) To amend the Plan at any time as provided in Section 12. (vii) Generally, to be considered “performance based” compensation under Section 162(m) exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Internal Revenue Code Company and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan with respect to the 423 Component. (viii) To adopt such rules, procedures and sub-plans as are necessary or appropriate to permit or facilitate participation in the Plan by Employees who are foreign nationals or employed or located outside the United States. Without limiting the generality of, and consistent with, the foregoing, the Board specifically is authorized to adopt rules, procedures, and sub-plans regarding, without limitation, eligibility to participate in the Plan, the definition of 1986eligible “earnings,” handling and making of Contributions, as amended establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of share issuances, any of which may vary according to applicable requirements, and which, if applicable to a Designated Non-423 Company, do not have to comply with the requirements of Section 423 of the Code. (c) The Board may delegate some or all of the “Code”)administration of the Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee will be composed of two or more members who are “outside directors” within have, in connection with the meaning of Section 162(m) administration of the Code Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan and any applicable Offering Document to the Treasury Regulations promulgated thereunderBoard will thereafter be to the Committee or subcommittee), andsubject, however, to such resolutions, not inconsistent with the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members provisions of the Compensation Committee do not serve fixed terms but Plan, as may be appointed or removed at any adopted from time to time by the Board. In its capacity as plan administratorFurther, to the extent not prohibited by Applicable Law, the Compensation Board or Committee determines may, from time to time, delegate some or all of its authority under the type Plan to one or more officers of each Award grantedthe Company or other persons or groups of persons as it deems necessary, appropriate or advisable under conditions or limitations that it may set at or after the time of the delegation. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee, the terms Board will have the final power to determine all questions of policy and conditions of each Award and, subject to limitations expediency that may arise in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan. (d) All determinations, (ii) interpret the Plan interpretations and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken constructions made by the Compensation Committee Board in good faith will not be subject to review by any person and will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares conclusive on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsall persons.

Administration. The Plan is will be administered by the Compensation Committee. In addition to any other powers granted to the Committee, which is comprised solely of “independent directors” within it will have the meaning following powers, subject to the express provisions of the Nasdaq Plan: 3.1 to determine in its discretion the Employees to whom Options, Performance Units or Rights will be granted, to whom Restricted Stock Market Marketplace Rules (and Incentive Shares will be awarded, and those Employees eligible to receive Cash Bonuses; the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards number of Shares to be considered “performance based” compensation under Section 162(m) subject to each Option, Right, Performance Unit, Restricted Stock or Incentive Share award, and the terms upon which Options, Rights or Performance Units may be acquired and exercised and the terms and conditions of Restricted Stock and Incentive Share awards and Cash Bonuses; 3.2 to determine all other terms and provisions of each Agreement, which need not be identical; 3.3 without limiting the generality of the Internal Revenue Code of 1986foregoing, to provide in its discretion in an Agreement: (a) for an agreement by the Optionee or Grantee to render services to the Company or a Subsidiary upon such terms and conditions as amended (may be specified in the “Code”)Agreement, provided that the Committee will be composed not have the power to commit the Company or any Subsidiary to employ or otherwise retain any Optionee or Grantee; (b) for restrictions on the transfer, sale or other disposition of two Shares issued to the Optionee upon the exercise of an Option, Right or more members who are “outside directors” within Performance Unit, for other restrictions permitted by Article 11 with respect to Restricted Stock or for conditions with respect to the meaning issuance of Section 162(mIncentive Shares; (c) for an agreement by the Optionee or Grantee to resell to the Company, under specified conditions, Shares issued upon the exercise of an Option, Right or Performance Unit or awarded as Restricted Stock or Incentive Shares; (d) for the payment of the Code Option Price upon the exercise by an Employee or Director of an Option otherwise than in cash, including without limitation by delivery of Common Shares (other than Restricted Stock) valued at Fair Market Value on the Date of Exercise of the Option, or a combination of cash and the Treasury Regulations promulgated thereunder), Shares; and, to the extent the Board determines it is appropriate for awards under the Plan to qualify (e) for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will deferral of receipt of amounts that otherwise would be composed distributed upon exercise of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granteda Performance Unit, the terms and conditions of each Award andany such deferral and any interest or dividend equivalent or other payment that will accrue with respect to deferred distributions; 3.4 to construe and interpret the Agreements and the Plan; 3.5 to require, subject to limitations whether or not provided for in the Planpertinent Agreement, of any person exercising an Option, Right or Performance Unit or acquiring Restricted Stock or Incentive Shares, at the time of such exercise or acquisition, the individuals making of any representations or agreements that the Committee may deem necessary or advisable in order to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration comply with the securities laws of the Plan, (ii) interpret United States or of any state; 3.6 to provide for satisfaction of an Optionee’s or Grantee’s tax liabilities arising in connection with the Plan through, without limitation, retention by the Company of Common Shares otherwise issuable on the exercise of an Option, Right or Performance Unit or pursuant to an award of Incentive Shares or through delivery of Common Shares to the Company by the Optionee or Grantee under such terms and conditions as the Committee deems appropriate; and 3.7 to make all related award agreements and (iii) exercise discretion in making any other determinations that it deems and take all other actions necessary or desirable advisable for the administration of the Plan. Any action determinations or actions made or taken by the Compensation Committee pursuant to this Article will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsfinal.

Administration. The Plan is This RSA Agreement will be administered by the Compensation Committee. Subject to the general purposes, which is comprised solely terms and conditions of “independent directors” within this RSA Agreement, and to the meaning direction of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”)Board, the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (have full power to implement and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Actcarry out this RSA Agreement. Without limitation, the Committee will have the authority to: (a) construe and interpret this RSA Agreement; (b) determine the fair market value in good faith and interpret the applicable provisions of this RSA Agreement in connection with circumstances that impact the fair market value, if necessary; (c) grant waivers of any conditions of this Award; (d) correct any defect, supply any omission, or reconcile any inconsistency in this Award or this RSA Agreement; (e) determine whether this Award has been earned; or (f) make all other determinations necessary or advisable in connection with the administration of this RSA Agreement; provided, that, in each case, no such action shall be composed in contravention of two any express terms of this Award. Any amendment or more members who are “non-employee directors” within other modification of this RSA Agreement shall be memorialized in a written instrument executed by the meaning of Rule 16b-3Company and Participant. The members Board may delegate full administrative authority over this Award to a Committee consisting of at least one member of the Compensation Committee do not serve fixed Board (or such greater number as may then be required by applicable law). Unless in contravention of any express terms but may be appointed or removed at of this Award, any time determination made by the BoardCommittee with respect to any Award will be made in its sole discretion. In its capacity as plan administratorAny such determination will be final and binding on the Company and on all persons having an interest in any Award under this RSA Agreement and will be given the maximum deference under applicable laws. By Participant’s signature and the signature of the Company’s representative on the, Participant and the Compensation Committee determines the type of each Company agree that this Award granted, is granted under and governed by the terms and conditions of each Award andthis RSA Agreement. /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ December 21, subject 2017 December 21, 2017 Capitalized terms used in this Exhibit A shall have the meanings prescribed to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards them under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as this RSA Agreement unless otherwise defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsherein.

Administration. The Committee shall administer the Plan is administered by in accordance with its terms, and shall have the Compensation Committee, which is comprised solely of “independent directors” within sole discretion and authority necessary to carry out the meaning administration of the Nasdaq Stock Market Marketplace Rules (Plan. With respect to Participants whose position is below the “Nasdaq Rules”). To Senior Vice President level, the Committee may delegate, to one or more individuals, some or all of its authority to administer the Plan and to permit such individuals to have the discretion necessary to carry out the administration of the Plan to the extent that the Board determines it is appropriate for the compensation realized from award and payment of Awards to be considered “performance based” compensation under such Participants are not subject to Section 162(m) of the Internal Revenue Code Code. Such authority shall include the authority to: (a) Select the Eligible Individuals eligible to participate in the Plan for each Performance Period or portion thereof; (b) To determine eligibility for and the type and size of 1986an Award granted under the Plan; (c) To grant Awards to, as amended and to enter into Award Agreements with, Participants; (d) Determine the “Code”)Performance Goals applicable to the payment of Incentive Awards and Long-Term Incentive Awards, and the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) amount of the Code Incentive Awards and Long-Term Incentive Awards payable upon the Participants’ achievement of the applicable Performance Goals; (e) To the extent consistent with the Plan, to impose such terms, limitations, restrictions, and conditions upon the Treasury Regulations promulgated thereunder)receipt of Incentive Awards and Long-Term Incentive Awards as it deems appropriate, and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in consistent with the Plan, to grant waivers of Plan terms, conditions, restrictions, and limitations; (f) To accelerate the individuals to whom Awards will vesting conditions of any Award payable in Stock when such action would be granted. The Compensation Committee also has full power and authority to in the best interests of the Company; (ig) promulgateInterpret the Plan, amend make any necessary factual determinations under the Plan, adopt, amend, and rescind administrative guidelines and other rules and regulations relating to the Plan; (h) Correct any defect or omission or reconcile any inconsistency in this Plan or any award of payment hereunder, and (i) Make all other necessary determinations and take all other actions necessary or advisable for the implementation and administration of the Plan. (j) The Committee’s determinations on matters within its authority shall be conclusive and binding upon all parties (including Participants’ heirs, (ii) interpret the Plan successors and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARslegal representatives).

Administration. The Plan is shall be administered by the Compensation Committee. In addition to any other powers granted to the Committee, which is comprised solely of “independent directors” within it shall have the meaning following powers, subject to the express provisions of the Nasdaq Plan: A. subject to the provisions of this Plan, to determine in its discretion the Employees to whom Options shall be granted and to whom Bonus Stock Market Marketplace Rules (shall be awarded, the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards number of Shares to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986subject to each Option or Bonus Stock award, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but upon which Options may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, acquired and exercised and the terms and conditions of Bonus Stock awards; B. to determine all other terms and provisions of each Award andAgreement, which need not be identical; C. without limiting the generality of the foregoing, to provide in its discretion in an Agreement: (a) for an agreement by the Optionee or Grantee to render services to the Corporation upon such terms and conditions as may be specified in the Agreement, provided that the Committee shall not have the power to commit the Corporation to employ or otherwise retain any Optionee or Grantee; (b) for restrictions on the transfer, sale or other disposition of Shares issued to the Optionee upon the exercise of an Option or for other restrictions permitted by Article 9 with respect to Bonus Stock; (c) for an agreement by the Optionee or Grantee to resell to the Corporation, under specified conditions, Shares issued upon the exercise of an Option or awarded as Bonus Stock; (d) for the right of the Optionee to surrender to the Corporation an Option (or a portion thereof) that has become exercisable and receive upon such surrender, without any payment to the Corporation or a Subsidiary (other than amounts necessary to satisfy Withholding Tax Liabilities with respect to the Option) that number of Shares (equal to the highest whole number of Shares) having an aggregate Fair Market Value as of the date of surrender equal to that number of Shares subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to Option (ior portion thereof) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan being surrendered multiplied by an amount equal to the number excess of Common Shares subject to such Award. In (i) the case Fair Market Value of any SAR which is settled in Common Sharesa Share on the date of surrender over (ii) the Option Price, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or plus an amount of cash equal to the Fair Market Value of 250,000 common shares on the date on any fractional Share to which the Award is settledOptionee might be entitled; any such surrender shall be treated as the exercise of the Option (or portion thereof); and (e) for the automatic issuance of a Reload Option covering a number of Shares equal to the number of any Shares used to pay the Option Price; D. to construe and interpret the Agreements and the Plan; E. to require, if whether or not provided for in the pertinent Agreement, of any person exercising an Option or acquiring Shares of Bonus Stock, at the time of such exercise or acquisition, the making of any representations or agreements which the Committee may deem necessary or advisable in order to be settled in cashcomply with the securities laws or the United States or of any state; • ISOs granted and F. to make all other determinations and take all other actions necessary or advisable for the administration of the Plan. Any determinations or actions made or taken by the Committee pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employeethis Article shall, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event express provisions of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the this Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind be binding and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsfinal.

Administration. The Committee shall administer the Plan is administered by in accordance with its terms, and shall have the Compensation Committee, which is comprised solely of “independent directors” within sole discretion and authority necessary to carry out the meaning administration of the Nasdaq Stock Market Marketplace Rules (Plan. With respect to Participants whose position is below the “Nasdaq Rules”). To Senior Vice President level, the Committee may delegate, to one or more individuals, some or all of its authority to administer the Plan and to permit such individuals to have the discretion necessary to carry out the administration of the Plan to the extent that the Board determines it is appropriate for the compensation realized from award and payment of Awards to be considered “performance based” compensation under such Participants are not subject to Section 162(m) of the Internal Revenue Code Code. Such authority shall include the authority to: (a) Select the Eligible Individuals eligible to participate in the Plan for each Performance Period or portion thereof; (b) To determine eligibility for and the type and size of 1986an Award granted under the Plan; (c) To grant Awards to, as amended and to enter into Award Agreements with, Participants; (d) Determine the “Code”)Performance Goals applicable to the payment of Annual Incentive Awards and Long-Term Incentive Awards, and the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) amount of the Code Annual Incentive Awards and Long-Term Incentive Awards payable upon the Participants’ achievement of the applicable Performance Goals; (e) To the extent consistent with the Plan, to impose such terms, limitations, restrictions, and conditions upon the Treasury Regulations promulgated thereunder)receipt of Annual Incentive Awards and Long-Term Incentive Awards as it deems appropriate, and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in consistent with the Plan, to grant waivers of Plan terms, conditions, restrictions, and limitations; (f) To accelerate the individuals to whom Awards will vesting conditions of any Award payable in Stock when such action would be granted. The Compensation Committee also has full power and authority to in the best interests of the Company; (ig) promulgateInterpret the Plan, amend make any necessary factual determinations under the Plan, adopt, amend, and rescind administrative guidelines and other rules and regulations relating to the Plan; (h) Correct any defect or omission or reconcile any inconsistency in this Plan or any award of payment hereunder, and (i) Make all other necessary determinations and take all other actions necessary or advisable for the implementation and administration of the Plan. (j) The Committee’s determinations on matters within its authority shall be conclusive and binding upon all parties (including Participants’ heirs, (ii) interpret the Plan successors and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARslegal representatives).

Administration. (a) The Plan is administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”)Committee shall administer this Plan. To the extent that required to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board determines it is appropriate not acting as the Committee under this Plan) or necessary to obtain the exception for the compensation realized from Awards to be considered “performance based” performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986Code, as amended applicable, it is intended that each member of the Committee shall, at the time he takes any action with respect to an Award under this Plan, be an Eligible Director. However, the fact that a Committee member fails to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under this Plan. The acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee. Whether a quorum is present shall be determined based on the Committee’s charter as approved by the Board. (b) Subject to the “Code”)provisions of this Plan and applicable law, the Committee will shall have the sole and plenary authority, in addition to other express powers and authorizations conferred on the Committee by this Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be composed granted to a Participant; (iii) determine the number of two Common Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Common Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Common Shares, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in this Plan and any instrument or agreement relating to, or Award granted under, this Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of this Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Plan. (c) The Committee may delegate to one or more members officers of the Company the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee herein, and that may be so delegated as a matter of law, except for grants of Awards to persons (i) subject to Section 16 of the Exchange Act or (ii) who are, or who are reasonably Table of Contents expected to be, “outside directorscovered employees” within the meaning for purposes of Section 162(m) of the Code (and Code; provided that such delegation is pursuant to a resolution that specifies the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate total number of Common Shares available for that may be subject to Awards by such officer and such officer may not make an Award to himself or herself. (d) Unless otherwise expressly provided in this Plan, all designations, determinations, interpretations, and other decisions under or with respect to this Plan or any Award or any documents evidencing Awards granted pursuant to this Plan shall be within the grant sole discretion of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the number Company, any Affiliate, any Participant, any holder or beneficiary of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an any Award, we will reduce and any stockholder of the number Company. (e) No member of Common Shares available the Board, the Committee, delegate of the Committee or any employee, advisor or agent of the Company or the Board or the Committee (each such person, an “Indemnifiable Person”) shall be liable for issuance under any action taken or omitted to be taken or any determination made in good faith with respect to this Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Plan Company against and from (and the Company shall pay or reimburse on demand for) any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by an amount equal such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to the number of Common Shares subject to which such Award. In the case Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any SAR which is settled action taken or omitted to be taken under this Plan or any Award agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in Common Sharessettlement thereof, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of or paid by such Award, are tendered Indemnifiable Person in satisfaction of any condition judgment in any such action, suit or proceeding against such Indemnifiable Person, provided, that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless. (f) Notwithstanding anything to the contrary contained in this Plan, the Board may, in its sole discretion, at any time and from time to time, grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld Awards and administer this Plan with respect to a taxable event arising under such Award will not again be available for issuance under Awards. In any such case, the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under Board shall have all the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) authority granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted Committee under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the this Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs.

Administration. (a) The Plan is shall be administered by the Compensation Committee, which is comprised solely a committee consisting of “independent directors” within the meaning not less than three members of the Nasdaq Stock Market Marketplace Rules (Board of Directors, who shall be appointed by, and shall serve at the “Nasdaq Rules”). To the extent that pleasure of, the Board determines it of Directors. No person who is appropriate for or, within one year prior thereto, has been eligible to receive an award under the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) Plan or any other plan of the Internal Revenue Code Company which would result in loss of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” 'disinterested person' status within the meaning of Section 162(m) 16 of the Code (Act may be a member of the Committee, and no person may be granted a Stock Award while a member of the Committee. A majority of the Committee shall constitute a quorum and the Treasury Regulations promulgated thereunderacts of a majority of the members present at any meeting at which a quorum is present, expressed from time to time by a vote at a meeting (including a meeting held by telephone conference call or in which one or more members of the Committee participate by telephone), andor acts approved in writing by a majority of the Committee, shall be the acts of the Committee. (b) In addition to the extent Committee's discretionary authority set forth in other Articles hereof, the Board determines Committee has discretionary authority to construe and interpret the Plan and is authorized to establish such rules and regulations for the proper administration of the Plan as it is appropriate for awards may deem advisable and not inconsistent with the provisions of the Plan. All questions arising under the Plan or under any rule or regulation with respect to qualify for the exemption available under SEC Rule 16b-3(d)(1Plan adopted by the Committee, whether such questions involve an interpretation of the Plan or otherwise, shall be decided by the Committee, and its decisions shall be conclusive and binding in all cases. (c) or Rule 16b-3(e) promulgated The Committee has discretionary authority to determine the Employees to whom Stock Awards under the Exchange Act, the Committee will Plan are to be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions applicable thereto and the number of shares to be covered by each Award and, subject to limitations in the Plan, award. In selecting the individuals to whom Stock Awards will shall be granted. The Compensation Committee also has full power , as well as in determining the terms and authority to (i) promulgate, amend conditions applicable thereto and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under shares subject to each grant, the 2012 Stock Plan. Common Shares issued under Committee shall consider the Plan may consist positions and responsibilities of authorizedthe Employees being considered, but unissuedthe nature of the services and accomplishments of each, Common Shares or treasury shares. Upon the grant value to the Company of an Awardtheir services, we will reduce their present and potential contribution to the success of the Company, the anticipated number of Common Shares available for issuance under years of service remaining and such other factors as the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the PlanCommittee may deem relevant. The Compensation Committee may obtain such advice or assistance as it deems appropriate from persons not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares serving on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsCommittee.

Administration. (a) The Plan is shall be administered by the Compensation Committee, which is comprised solely of “independent directors” within Administrator and shall be administered in accordance with the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning requirements of Section 162(m) of the Code (but only to the extent necessary and as determined, in the Treasury Regulations promulgated thereunder)sole discretion of the Administrator, desirable to maintain qualification of Awards as performance-based compensation under Section 162(m) of the Code) and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC applicable, Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated 16b-3 under the Exchange ActAct (“Rule 16b-3”). (b) Pursuant to the terms of the Plan, the Committee will be composed Administrator, subject, in the case of two or more members who are “non-employee directors” within any Committee, to any restrictions on the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time authority delegated to it by the Board. In its capacity as plan administrator, shall have the Compensation Committee determines power and authority, without limitation: (1) to select those Eligible Recipients who shall be Participants; (2) to determine whether and to what extent Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units, Share Bonuses, Other Share-Based Awards, Cash Awards or a combination of any of the type foregoing, are to be granted hereunder to Participants; (3) to determine the number of Shares to be covered by each Award granted hereunder; (4) to determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award grantedgranted hereunder (including, but not limited to, (i) the restrictions applicable to Restricted Shares or Restricted Share Units and the conditions under which restrictions applicable to such Restricted Shares or Restricted Share Units shall lapse, (ii) the performance goals and periods applicable to Awards, (iii) the Exercise Price of each Option and the Base Price of each Share Appreciation Right, (iv) the vesting schedule applicable to each Award, (v) the number of Shares or amount of cash or other property subject to each Award and (vi) subject to the requirements of Section 409A of the Code (to the extent applicable), any amendments to the terms and conditions of each Award andoutstanding Awards); (5) to determine the terms and conditions, subject to limitations in not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing Awards; (6) to determine the individuals Fair Market Value in accordance with the terms of the Plan; (7) to whom determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of the Participant’s employment for purposes of Awards will be granted. The Compensation Committee also has full power granted under the Plan; (8) to determine whether a Participant is terminated by the Company for Cause; (9) to adopt, alter and authority repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; (i10) promulgateto prescribe, amend and rescind rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or qualifying for favorable tax treatment under applicable foreign laws, which rules and regulations may be set forth in an appendix or appendices to the Plan; and (11) to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan. (c) To the extent permitted by applicable law, the Board may, by resolution, authorize one or more Executive Officers (each, an “Authorized Officer”) to do one or both of the following on the same basis as (and as if the Authorized Officer for such purposes were) the Administrator: (i) designate Eligible Recipients to receive Awards and (ii) determine the size of any such Awards; provided, however, that the Board shall not delegate such responsibilities to any Executive Officer for Awards to an Eligible Recipient who is an Executive Officer, a non-employee director of the Company, a Covered Employee or a more than 10% Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined in accordance with Section 16 of the Exchange Act. The Authorized Officer(s) shall report periodically to the Board or Committee regarding the nature and scope of the Awards granted by them pursuant to this Section 3(c). (d) Subject to Section 5 hereof, neither the Board nor the Committee shall have the authority to reprice or cancel and regrant any Award at a lower exercise, base or purchase price or cancel any Award with an exercise, base or purchase price in exchange for cash, property or other Awards without first obtaining the approval of the Company’s shareholders. (e) Any Award granted hereunder shall provide for a vesting period or performance period, as applicable, of at least one year following the date of grant. Notwithstanding the preceding sentence, Awards representing a maximum of five percent (5%) of the Shares initially reserved for issuance under Section 4(a) hereof less the number attributable to Rollover Awards and less the number of Legacy DENTSPLY Shares may be granted hereunder without any such minimum vesting condition. Notwithstanding the provisions of this Section 3(e), forfeiture conditions applicable to an Award shall lapse and such Awards shall be deemed fully vested and any performance conditions imposed with respect to such Awards shall be deemed to be achieved at the target level of performance upon a Participant’s termination of employment by reason of death or Disability, and, except to the extent determined by the Administrator to be necessary or appropriate in respect of Awards subject to Section 14 hereof, an Award Agreement may provide that the forfeiture conditions applicable to an Award shall lapse and such Awards shall be deemed fully vested and any performance conditions imposed with respect to such Awards shall be deemed to be achieved at such level as may be set forth in the Award Agreement upon a Participant’s termination of employment by reason of Retirement. (f) Unless otherwise provided in an Award Agreement, if a Participant’s employment with the Company, a Subsidiary or an Affiliate terminates (i) as a result of death, Disability or Retirement, the Participant (or personal representative in the case of death) shall be entitled to exercise all or any part of any vested Option or Share Appreciation Right for a period of up to one (1) year from such date of termination, (ii) interpret as a result of Cause, the Plan and Participant shall not be entitled to exercise all related award agreements or any part of any Option or Share Appreciation Right, whether or not then vested, and (iii) exercise discretion in making for any other determinations that it deems necessary reason, the Participant shall be entitled to exercise all or desirable any part of any vested Option or Share Appreciation Right for administration a period of up to ninety (90) days from such date of termination. In no event, however, shall any Option or Share Appreciation Right be exercisable past the Planterm established in the Award Agreement. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares vested Option or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR Share Appreciation Right which is settled in Common Shares, we will count not exercised before the gross number earlier of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the numberdates provided above or other applicable date provided in the Award Agreement or (ii) its term shall expire. Unless otherwise provided in an Award Agreement, kind all unvested Awards shall be forfeited upon termination of employment. (g) All decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and class binding on all persons, including the Company and the Participants. No member of shares the Board or the Committee, nor any officer or employee of First Financial the Company or any Subsidiary thereof acting on behalf of the Board or the Committee (including an Authorized Officer), shall be personally liable for issuance under any action, omission, determination, or interpretation taken or made in good faith with respect to the Plan, (ii) and all members of the grant limitations imposed on AwardsBoard or the Committee and any such officer or employee shall, as described aboveto the maximum extent permitted by law, (iii) be fully indemnified and protected by the numberCompany in respect of any such action, kind and class of shares of First Financial subject to Optionsomission, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsdetermination or interpretation.

Administration. The This Plan is shall be administered by a Committee appointed by the Compensation Board of Directors of the Company (hereinafter referred to as the "Committee, which is comprised solely "). The Committee shall consist of “independent two or more directors who are not employees of the Company and who qualify as "non-employee directors” " within the meaning of Rule 16b-3 promulgated under the Nasdaq Stock Market Marketplace Rules (Securities Exchange Act of 1934. Committee members shall be appointed from time to time by the “Nasdaq Rules”)Board, and shall serve at the pleasure of the Board. To In the extent that absence of any such appointment, the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of Directors of the Internal Revenue Code Company shall constitute the Committee. Subject to such orders and resolutions not inconsistent with the provisions of 1986, this Plan as amended (may from time to time be issued or adopted by the “Code”)Board of Directors, the Committee will be composed of two or more members who are “outside directors” within shall have full power and authority to interpret the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), Plan and, to the extent contemplated herein, shall exercise the Board determines discretion granted to it is appropriate for awards under (i) to determine the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members purchase price of the Compensation Committee do not serve fixed shares of Common Stock covered by each option, (ii) to determine the persons to whom and the time or times at which such options shall be granted and the number of shares to be subject to each option, (iii) to determine the terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of exercise of each Award grantedoption, the terms and conditions of each Award and, subject (iv) to limitations in interpret the Plan, the individuals (v) to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgateprescribe, amend amend, and rescind rules and regulations relating to administration of the Plan, (iivi) interpret to determine the terms and provisions (and amendments thereof) of each agreement under this Plan and all related award (which agreements need not be identical), and (iiivii) exercise discretion in making any to make all other determinations that it deems necessary or desirable advisable for the administration of the Plan. Any action taken All decisions, determinations and selections made by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value provisions of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan and applicable existing orders and resolutions of the Board of Directors shall be final. Each option granted shall be evidenced by a written agreement containing such terms and conditions as may be approved by the Committee and which shall not cover more than the full amount of Common Shares subject to be inconsistent with the Plan in and the aggregate; orders and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any resolutions of the following to reflect any change in capitalization Board of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsDirectors with respect thereto.

Administration. (a) The Plan is shall be administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the The Committee will be composed shall consist of two or more members disinterested directors of the Holding Company, who are “shall be appointed by the Board of Directors. A member of the Board of Directors shall be deemed to be "disinterested" only if he satisfies (i) such requirements as the Securities and Exchange Commission may establish for non-employee directors administering plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act and (ii) such requirements as the Internal Revenue Service may establish for outside directors” within the meaning of directors acting under plans intended to qualify for exemption under Section 162(m162(m)(4)(C) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent Code. The Board of Directors may also appoint one or more separate committees of the Board determines it is appropriate for awards under of Directors, each composed of one or more directors of the Holding Company or an Affiliate who need not be disinterested and who may grant Awards and administer the Plan with respect to qualify for Employees and Outside Directors who are not considered officers or directors of the exemption available Holding Company under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under Section 16 of the Exchange Act, the . (b) The Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to shall (i) promulgate, amend select the Employees and rescind rules and regulations relating Outside Directors who are to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of receive Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) determine the grant limitations imposed on type, number, vesting requirements and other features and conditions of such Awards, (iii) interpret the Plan and (iv) make all other decisions relating to the operation of the Plan. The Committee may adopt such rules or guidelines as described aboveit deems appropriate to implement the Plan. The Committee's determinations under the Plan shall be final and binding on all persons. (c) Each Award shall be evidenced by a written agreement ("Award Agreement") containing such provisions as may be approved by the Committee. Each Award Agreement shall constitute a binding contract between the Holding Company or an Affiliate and the Participant, and every Participant, upon acceptance of the Award Agreement, shall be bound by the terms and restrictions of the Plan and the Award Agreement. The terms of each Award Agreement shall be in accordance with the Plan, but each Award Agreement may include such additional provisions and restrictions determined by the Committee, in its discretion, provided that such additional provisions and restrictions are not inconsistent with the terms of the Plan. In particular, the Committee shall set forth in each Award Agreement (i) the type of Award granted (ii) the Exercise Price of an Option or Stock Appreciation Right, (iii) the number, kind and class number of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grantsthe Award; and (iv) the expiration date of the Award, (v) the manner, time, and rate (cumulative or otherwise) of exercise price or vesting of Options such Award, and SARs(vi) the restrictions, if any, placed upon such Award, or upon shares which may be issued upon exercise of such Award. The Chairman of the Committee and such other directors and officers as shall be designated by the Committee are hereby authorized to execute Award Agreements on behalf of the Company or an Affiliate and to cause them to be delivered to the recipients of Awards. (d) The Committee may delegate all authority for: (i) the determination of forms of payment to be made by or received by the Plan and (ii) the execution of any Award Agreement. The Committee may rely on the descriptions, representations, reports and estimates provided to it by the management of the Holding Company or an Affiliate for determinations to be made pursuant to the Plan, including the attainment of Performance Goals. However, only the Committee or a portion of the Committee may certify the attainment of a Performance Goal.

Administration. The (i) Unless otherwise determined by the Board, the Plan is shall be administered by the Compensation Committee which shall consist solely of two or more members of the Board each of whom is an “independent director” under the New York Stock Exchange rules (or other principal securities market on which Shares are traded); provided that the term “Committee” means (i) the Board when acting at any time in lieu of the Committee, which is comprised solely (ii) with respect to any decision involving a Substitute Award intended to satisfy the requirements of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed a committee consisting solely of two or more members directors of the Company who each are an “outside directorsdirector,” within the meaning of Section 162(m) of the Code Code, and (and iii) with respect to any decision relating to a director or officer of the Treasury Regulations promulgated thereunderCompany subject to Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”), and, to the extent the Board determines it is appropriate for awards a committee consisting solely of two or more Non-Employee Directors as defined under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated 16b-3 under the Exchange Act; and provided further that, any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section III or otherwise provided in any charter of the Committee. Notwithstanding the foregoing: (a) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to all Substitute Awards or Assumed Director Awards held by non-employee directors of the Company and for purposes of such Substitute Awards or Assumed Director Awards the term “Committee” as used in this Plan shall be deemed to refer to the Board and (b) the Committee may delegate its authority hereunder to the extent permitted by subsection (iii) hereof. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect to matters which under Rule 16b-3 under the Exchange Act or Section 162(m) of the Code, or any regulations or rules issued thereunder, are required to be determined in the sole discretion of the Committee. (ii) The Committee shall have all rights and obligations as set forth for the committee designated in the “Administration” provision of the relevant Motorola Plan. The Committee’s interpretation of the Plan, any Substitute Award or Assumed Director Awards under the Plan, any award agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. (iii) To the extent permitted by applicable law, the Committee will be composed of two may from time to time delegate to one or more members officers of the Company the authority to administer or amend Substitute Awards; provided that the Committee shall have the sole authority with respect to Awards granted to or held by (a) Participants (as defined below) who are subject to Section 16 of the Exchange Act, (b) “non-employee directorscovered employees” within the meaning of Rule 16b-3. The members Section 162(m) of the Compensation Code, or (c) officers of the Company (or directors) to whom authority to administer or amend Substitute Awards has been delegated hereunder. Any delegation hereunder shall be subject to the restrictions and limits that the Committee do not serve fixed terms but specifies at the time of such delegation, and the Committee may be appointed or removed at any time by rescind the Boardauthority so delegated or appoint a new delegatee. In its capacity as plan administratorAt all times, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and delegatee appointed under this Section III (iii) exercise discretion shall serve in making any other determinations that it deems necessary or desirable for administration such capacity at the pleasure of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsCommittee.

Administration. The Plan is shall be administered by the Compensation a Committee, which is comprised solely shall be appointed by the Board of “independent directors” within Directors of Circuit City (the meaning "Board"), consisting of not less than two members of the Nasdaq Stock Market Marketplace Rules Board. Subject to paragraph (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(me) of the Internal Revenue Code of 1986, as amended (the “Code”)below, the Committee will shall be composed of two or more members who are “outside directors” within the meaning of Section 162(m) Compensation and Personnel Committee of the Code (Board unless the Board shall appoint another Committee to administer the Plan. The Committee shall have general authority to impose any limitation or condition upon an Incentive Award that the Committee deems appropriate to achieve the objectives of the Incentive Award and the Treasury Regulations promulgated thereunder), Plan and, without limitation and in addition to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations powers set forth elsewhere in the Plan, shall have the individuals to whom Awards will be granted. following specific authority: (a) The Compensation Committee also has full shall have the power and authority complete discretion to determine (i) promulgatewhich eligible employees shall receive an Incentive Award and the nature of the Incentive Award, (ii) the number of shares of Common Stock to be covered by each Incentive Award, (iii) whether Options shall be Incentive Stock Options or Nonstatutory Stock Options, (iv) the Fair Market Value of Common Stock, (v) the time or times when an Incentive Award shall be granted, (vi) whether an Incentive Award shall become vested over a period of time and when it shall be fully vested, (vii) when Options may be exercised, (viii) whether a Disability exists, (ix) the manner in which payment will be made upon the exercise of Options, (x) conditions relating to the length of time before disposition of Common Stock received upon the exercise of Options is permitted, (xi) whether to approve an optionee's election (A) to deliver Mature Shares to satisfy Applicable Withholding Taxes or (B) to have the Company withhold from the shares to be issued upon the exercise of a Nonstatutory Stock Option the number of shares necessary to satisfy Applicable Withholding Taxes (xii) notice provisions relating to the sale of Common Stock acquired under the Plan, and (xiii) any additional requirements relating to Incentive Awards that the Committee deems appropriate. Notwithstanding the foregoing, no "tandem stock options" (where two stock options are issued together and the exercise of one option affects the right to exercise the other option) may be issued in connection with Incentive Stock Options. The Committee shall have the power to amend the terms of previously granted Incentive Awards so long as the terms as amended are consistent with the terms of the Plan and rescind provided that the consent of the optionee is obtained with respect to any amendment that would be detrimental to the optionee, except that such consent will not be required if such amendment is for the purpose of complying with Rule 16b-3 or any requirement of the Code applicable to the Incentive Award. (b) The Committee may adopt rules and regulations relating for carrying out the Plan. The interpretation and construction of any provision of the Plan by the Committee shall be final and conclusive. The Committee may consult with counsel, who may be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel. (c) A majority of the members of the Committee shall constitute a quorum, and all actions of the Committee shall be taken by a majority of the members present. Any action may be taken by a written instrument signed by all of the members, and any action so taken shall be fully effective as if it had been taken at a meeting. (d) The Board from time to time may appoint members previously appointed and may fill vacancies, however caused, in the Committee. If a Committee of the Board is appointed to serve as the Committee, such Committee shall have, in connection with the administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration powers possessed by the Board, including the power to delegate a subcommittee of the administrative powers the Committee is authorized to exercise, subject, however, to such resolutions, not inconsistent with the provisions of the Plan. Any action taken , as may be adopted from time to time by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal Board. (ie) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless All members of the number of Common Shares used to settle the SAR upon its exerciseCommittee must be "outside directors" as described in Code section 162(m). In addition, Common Shares subject to an Award that are used to pay all members of the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to Committee must be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards ("non-employee directors" as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsRule 16b-3.

Administration. The Plan is shall be administered by the Compensation Committee, which is comprised solely of “independent directors” within Committee in accordance with this Article 3. Except as otherwise provided in the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, Partnership Agreement or this Plan and except as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, otherwise expressly reserved to the extent the Board determines it is appropriate for awards under Partnership Committee in the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalizationPartnership Agreement, the Compensation Committee shall make equitable adjustments to any of have the following to reflect any change in capitalization of First Financial: sole discretionary authority (i) to select the number, kind and class of shares of First Financial for issuance Employees who are to be granted Incentive Options under the Plan, (ii) to determine the grant limitations imposed on Awards, as described abovenumber of Units of Partnership Interest in TRG to be optioned to an Employee, (iii) to authorize the number, kind and class granting of shares of First Financial subject to Incentive Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) to interpret the exercise price of Plan, (v) to establish and modify administrative rules for the Plan, (vi) to impose such conditions and restrictions on Incentive Options as it determines appropriate, (vii) to execute Option Agreements, (viii) to cancel Incentive Options and SARsto substitute new Incentive Options with the consent of an Optionee, and (ix) to take any other actions in connection with the Plan and the Incentive Options and to make all determinations under the Plan as it may deem necessary or advisable. It is anticipated that the Compensation Committee will act upon a recommendation from the Manager in exercising the discretion granted to the Compensation Committee under the Plan. Action taken or not taken by the Compensation Committee on one or more occasions shall be without obligation to take or not take such action on any other occasion(s). The Compensation Committee may, subject to the provisions of the Partnership Agreement, delegate to one or more Persons any of its powers, other than its power to authorize the granting of Incentive Options, hereinbefore, hereinafter, or pursuant to the Partnership Agreement provided or conferred, or designate one or more Persons to do or perform those matters to be done or performed by the Compensation Committee, including administration of the Plan. Any Person or Persons delegated or designated by the Compensation Committee shall be subject to the same obligations and requirements imposed on the Compensation Committee and its members under the Plan and the Partnership Agreement. Notwithstanding the foregoing provisions of this Section 3.1, any selection of an officer or director of the Company to be granted an Incentive Option under the Plan, and any decisions concerning the timing, pricing, and amount of a grant to an officer or director of the Company, in the event such officer or director is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 at the time of grant, shall be made solely by those members of the Compensation Committee, but in no event fewer than two, who are "disinterested persons" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934. In view of the fact that, subject to certain restrictions, the Units of Partnership Interest acquired upon exercise of an Incentive Option may be exchanged, pursuant to the Continuing Offer, for shares of Common Stock, all grants of Incentive Options to such officers and directors of the Company must further be confirmed by a committee of two or more disinterested directors of the Company (which confirmation shall be deemed made if such disinterested directors who serve on such committee of the Board of Directors also serve on the Compensation Committee).

Administration. The Plan is shall be administered by the Compensation Committee; PROVIDED, which is comprised solely of “independent directors” within HOWEVER, that at any time and on any one or more occasions the meaning Board may itself exercise any of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), powers and responsibilities assigned the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan and when so acting shall have the benefit of all of the provisions of the Plan pertaining to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, Committee’s exercise of its authorities hereunder; AND PROVIDED FURTHER that the Committee will be composed of two may delegate to an executive officer or more members officers the authority to grant Awards hereunder to employees who are “non-employee directors” within not officers, and to consultants, in accordance with such guidelines as the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed shall set forth at any time by or from time to time. Subject to the Board. In its capacity as plan administrator, the Compensation Committee determines the type provisions of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals Committee shall have complete authority, in its discretion, to whom Awards make or to select the manner of making all determinations with respect to each Award to be granted by the Company under the Plan in addition to any other determination allowed the Committee under the Plan including, without limitation: (a) the employee, consultant or director to receive the Award; (b) the form of Award; (c) whether an Option (if granted to an employee) will be granted. The Compensation Committee also has full power an Incentive Option or a Nonstatutory Option; (d) the time of granting an Award; (e) the number of shares subject to an Award; (f) the exercise price of an Option or purchase price, if any, for shares of Restricted Stock or for a Stock Grant and authority to the method of payment of such exercise price or such purchase price; (g) the term of an Option; (h) the vesting period of shares of Restricted Stock or of Restricted Stock Units and any acceleration thereof; (i) promulgatethe exercise date or dates of an Option and any acceleration thereof; and (j) the effect of termination of any employment, consulting or Board member relationship with the Company or any of its Affiliates on the subsequent exercisability of an Option or on the Risk of Forfeiture of Restricted Stock or Restricted Stock Units. In making such determinations, the Committee may take into account the nature of the services rendered by the respective employees, consultants and directors, their present and potential contributions to the success of the Company and its Affiliates, and such other factors as the Committee in its discretion shall deem relevant. Subject to the provisions of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to administration it, to determine the terms and provisions of the Planrespective Award Agreements (which need not be identical), (ii) interpret the Plan and to make all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable advisable for the administration of the Plan. Any action taken by the Compensation Committee will The Committee’s determinations made in good faith on matters referred to in this Plan shall be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards conclusive on all persons having or claiming any interest under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted made pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARshereto.

Administration. The Plan is administered (A) Administration by the Compensation Committee, which is comprised solely Lender of “independent directors” within Scheme Facilities (1) The Lender will establish and maintain effective internal processes for the meaning entering into and administration of each Scheme Facility in accordance with Clause 3.1 (Standard of care of the Nasdaq Stock Market Marketplace Rules Lender). (2) The Lender may sub-contract or delegate the performance of any of its functions in connection with a Scheme Facility, this Agreement or any Related Agreement to any Group Lender or third party (such Group Lender or third party and any further direct or indirect delegates or sub-contractors of such Group Lender or third party, a “Lender Delegate”) provided that the Lender Delegate has agreed: (a) to perform its functions in accordance with Clause 3.1 (Standard of care of the Lender); and (b) to be bound by the requirements of Clause 13.2 (Monitoring and audit), in each case, as if references in such provision to the “Nasdaq RulesLender” were to the “Lender Delegate”). To . (3) The Lender shall, upon receipt of written request by the extent Guarantor, notify the Guarantor in writing of the identity of each Lender Delegate appointed by the Lender and evidence that each Lender Delegate has agreed to the Board determines it is appropriate provisions described in 13.1(A)(2)(a) and (b) above. (4) The Guarantor shall have no liability to any Lender Delegate under or in connection with this Agreement or any Related Agreement. (5) Notwithstanding the appointment of any Lender Delegate, the Lender shall remain liable for each Lender Delegate’s actions and omissions (including, without limitation, where such actions or omissions give rise to an Event of Default) in addition to all of the Lender’s obligations under this Agreement and any Related Agreement and for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) acts and omissions of each Lender Delegate as if they were act or omissions of the Internal Revenue Code Lender. (B) Administration by the Guarantor of 1986this Agreement The Lender hereby acknowledges and agrees that: (1) the Guarantor may from time to time appoint third party service providers to assist in the operation and administration of this Agreement (each such person, as amended (the a “CodeService Provider”), including the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (Scheme Lender Fee and the Treasury Regulations promulgated thereunderprocessing of Payment Claims; (2) each Service Provider shall be a Guarantor Related Party for the purposes of this Agreement; (3) subject to the provisions of Clause 20 (Data and data protection) and Clause 21 (Confidentiality and disclosure), and, the Guarantor shall be entitled to make available to the extent relevant Service Provider such information that is received or generated pursuant to this Agreement or otherwise in connection with the Board determines it Scheme Guarantees that is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration the relevant Service Provider to operate and administer this Agreement on the Guarantor’s behalf; (4) each such Service Provider is a third party sub-contractor of the Plan. Any action taken by Guarantor and the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares Lender shall have no direct relationship with or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject recourse to such Award. In Service Provider under this Agreement or any Scheme Guarantee; and (5) the case of any SAR which is settled Guarantor may enter into appropriate service level agreements with third party providers in Common Shares, we will count connection with the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless operation of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsScheme.

Administration. (a) The Plan is administered by Board or the Compensation CommitteeCommittee will administer the Plan. References herein to the Board shall be deemed to refer to the Committee except where context dictates otherwise. (b) The Board will have the power, which is comprised solely of “independent directors” subject to, and within the meaning limitations of, the express provisions of the Nasdaq Stock Market Marketplace Rules Plan: (i) To determine how and when Purchase Rights will be granted and the “Nasdaq Rules”provisions of each Offering (which need not be identical). . (ii) To designate from time to time (A) which Related Corporations will be eligible to participate in the Plan as Designated 423 Corporations, (B) which Related Corporations or Affiliates will be eligible to participate in the Plan as Designated Non-423 Corporations, and (C) which Designated Companies will participate in each separate Offering (to the extent that the Board determines Company makes separate Offerings). (iii) To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it is appropriate for deems necessary or expedient to make the compensation realized from Awards Plan fully effective. (iv) To settle all controversies regarding the Plan and Purchase Rights granted under the Plan. (v) To suspend or terminate the Plan at any time as provided in Section 12. (vi) To amend the Plan at any time as provided in Section 12. (vii) Generally, to be considered “performance based” compensation under Section 162(m) exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Internal Revenue Code Company and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan with respect to the 423 Component. (viii) To adopt such rules, procedures and sub-plans as are necessary or appropriate to permit or facilitate participation in the Plan by Employees who are foreign nationals or employed or located outside the United States. Without limiting the generality of, and consistent with, the foregoing, the Board specifically is authorized to adopt rules, procedures, and sub-plans regarding, without limitation, eligibility to participate in the Plan, the definition of 1986eligible “earnings,” handling and making of Contributions, as amended establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of share issuances, any of which may vary according to applicable requirements, and which, if applicable to a Designated Non-423 Corporation, do not have to comply with the requirements of Section 423 of the Code. (c) The Board may delegate some or all of the “Code”)administration of the Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee will be composed of two or more members who are “outside directors” within have, in connection with the meaning of Section 162(m) administration of the Code Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Treasury Regulations promulgated thereunderBoard will thereafter be to the Committee or subcommittee), andsubject, however, to such resolutions, not inconsistent with the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members provisions of the Compensation Committee do not serve fixed terms but Plan, as may be appointed or removed at any adopted from time to time by the Board. In its capacity as plan administratorFurther, to the extent not prohibited by Applicable Law, the Compensation Board or Committee determines may, from time to time, delegate some or all of its authority under the type Plan to one or more officers of each Award grantedthe Company or other persons or groups of persons as it deems necessary, appropriate or advisable under conditions or limitations that it may set at or after the time of the delegation. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee, the terms Board will have the final power to determine all questions of policy and conditions of each Award and, subject to limitations expediency that may arise in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan. (d) All determinations, (ii) interpret the Plan interpretations and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken constructions made by the Compensation Committee Board in good faith will not be subject to review by any person and will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares conclusive on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsall persons.

Administration. The Plan is shall be administered by the Compensation Committee. A majority of the Committee shall constitute a quorum, and the acts of the members of the Committee who are present at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Committee in writing, shall be the acts of the Committee. Subject to the following and applicable law, the Committee, which is comprised solely in its sole discretion, may delegate any or all of “independent directors” within its powers and duties under the meaning Plan, including the power to grant Awards under the Plan, to the Chief Executive Officer of the Nasdaq Stock Market Marketplace Rules (Company or the General Partner, subject to such limitations on such delegated powers and duties as the Committee may impose, if any. Upon any such delegation, all references in the Plan to the “Nasdaq RulesCommittee”), other than in Section 7, shall be deemed to include the Chief Executive Officer; provided, however, that such delegation shall not limit the Chief Executive Officer’s right to receive Awards under the Plan. To Notwithstanding the extent that foregoing, the Board determines it Chief Executive Officer may not grant Awards to, or take any action with respect to any Award previously granted to, a person who is appropriate for an officer subject to Rule 16b-3 or a member of the compensation realized from Board. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be considered “performance based” compensation under Section 162(mgranted to a Participant; (iii) determine the number of the Internal Revenue Code of 1986, as amended Units to be covered by Awards; (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(miv) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, determine the terms and conditions of each any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled, exercised, canceled, or forfeited; (vi) interpret and administer the Plan and any instrument or agreement relating to an Award and, subject to limitations in made under the Plan; (vii) establish, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgateamend, amend and rescind suspend, or waive such rules and regulations relating to and appoint such agents as it shall deem appropriate for the proper administration of the Plan, (ii) interpret the Plan and all related award agreements ; and (iiiviii) exercise discretion in making make any other determinations determination and take any other action that it the Committee deems necessary or desirable for the administration of the Plan. Any action taken by The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Compensation Plan or an Award Agreement in such manner and to such extent as the Committee will deems necessary or appropriate. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding and conclusive. Subject to upon all Persons, including the adjustments discussed belowPartnership, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807Company, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorizedGeneral Partner, but unissuedany Affiliate, Common Shares or treasury shares. Upon the grant of an Awardany Participant, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case and any beneficiary of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs.

Administration. (a) The Plan is administered by Committee shall administer the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”)Plan. To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the The Committee will be composed shall consist of two or more members disinterested directors of the Company, who shall be appointed by the Board of Directors. A member of the Board of Directors shall be deemed to be "disinterested" only if he satisfies (i) such requirements as the Securities and Exchange Commission may establish for non- employee directors administering plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act and (ii) such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under Section 162(m)(4)(C) of the Code. The Board of Directors may also appoint one or more separate committees of the Board of Directors, each composed of one or more directors of the Company or any subsidiary corporation who need not be disinterested and who may grant Awards and administer the Plan with respect to Employees and Outside Directors who are “outside directors” within not considered officers or directors of the meaning Company under Section 16 of the Exchange Act or for whom Awards are not intended to satisfy the provisions of Section 162(m) (or its successor) of the Code Code. (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1b) or Rule 16b-3(e) promulgated under the Exchange Act, the The Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to shall (i) promulgate, amend select the Employees and rescind rules and regulations relating Outside Directors who are to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of receive Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) determine the grant limitations imposed on type, number, vesting requirements and other features and conditions of such Awards, (iii) interpret the Plan and (iv) make all other decisions relating to the operation of the Plan. The Committee may adopt such rules or guidelines as described aboveit deems appropriate to implement the Plan. The Committee's determinations under the Plan shall be final and binding on all persons. (c) Each Award shall be evidenced by a written agreement ("Award Agreement") containing such provisions as may be approved by the Committee. Each Award Agreement shall constitute a binding contract between the Company or any subsidiary corporation and the Participant, and every Participant, upon acceptance of the Award Agreement, shall be bound by the terms and restrictions of the Plan and the Award Agreement. The terms of each Award Agreement shall be in accordance with the Plan, but each Award Agreement may include such additional provisions and restrictions determined by the Committee, in its discretion, provided that such additional provisions and restrictions are not inconsistent with the terms of the Plan. In particular and at a minimum, the Committee shall set forth in each Award Agreement (i) the type of Award granted (ii) the Exercise Price of any Option, (iii) the number, kind and class number of shares of First Financial subject to Optionsthe Award, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the expiration date of the Award, (v) the manner, time, and rate (cumulative or otherwise) of exercise price or vesting of Options such Award, and SARs(vi) the restrictions, if any, placed upon such Award, or upon shares which may be issued upon exercise of such Award. The Chairman of the Committee and such other directors and officers as shall be designated, in writing, by the Committee is hereby authorized to execute Award Agreements on behalf of the Company or any subsidiary corporation and to cause them to be delivered to the recipients of Awards. (d) The Committee may delegate, in writing, all authority for: (i) the determination of forms of payment to be made by or received by the Plan and (ii) the execution of any Award Agreement. The Committee may rely on the descriptions, representations, reports and estimates provided to it by the management of the Company or any subsidiary corporation for determinations to be made pursuant to the Plan, including the satisfaction of any conditions of a Performance Award. However, only the Committee or a portion of the Committee may certify the attainment of any conditions of a Performance Award intended to satisfy their requirements of Section 162(m) of the Code.

Administration. The Plan Subject to the express provisions of this Contract, the Committee shall have the authority, in its sole discretion, to determine whether to accelerate the date of exercise of the Option or any installment hereof, whether shares of Common Stock may be issued upon the exercise of the Option as partly paid and, if so, the dates when future installments of the exercise price shall become due and the amounts of such installments, the form of payment of the exercise price, whether to restrict the sale or other disposition of the shares of Common Stock acquired upon the exercise of the Option and, if so, whether to waive any such restriction, whether the Optionee is administered by Disabled (as defined in Paragraph 14); the Compensation Committeeamount, which is comprised solely if any, necessary to satisfy the Company's obligation to withhold taxes or other amounts and the fair market value of “independent directors” a share of Common Stock (within the meaning of Paragraph 6); to construe this Contract; with the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) consent of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), andOptionee, to cancel or modify the extent the Board determines it is appropriate for awards under the Plan Option; to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgateprescribe, amend and rescind rules and regulations relating to administration this Contract; to approve any provision which under Rule 16b-3 of the PlanGeneral Rules and Regulations under the Securities Exchange Act of 1934, as amended (iithe "Exchange Act") interpret (as said Rule may be in effect and interpreted from time to time, "Rule 16b-3") requires approval by the Plan Board of Directors of the Company, a committee of non-employee directors or the stockholders of the Company in order to be exempt under Rule 16b-3 (unless otherwise specifically provided herein); and to make all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable advisable for administration administering this Contract. Any controversy or claim arising out of or relating to this Contract or the Option shall be determined unilaterally by the Committee in its sole discretion. The determinations of the PlanCommittee on the matters referred to in this Paragraph 2 shall be conclusive and binding on the parties. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares No member or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless former member of the number of Common Shares used Committee shall be liable for any action, failure to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered act or determination made in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld good faith with respect to a taxable event arising under such Award will not again be available for issuance under this Contract or the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsOption.

Administration. The Plan is shall be administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity Except as plan administratorotherwise provided herein, each of the Committee or the Board has the full authority and discretion to administer the Plan, and to take any action that is necessary or advisable in connection with the administration of the Plan including, without limitation, the Compensation Committee determines authority and discretion to: (a) select Eligible Persons under the type Plan; (b) determine whether and to what extent Awards are to be granted; (c) determine the number of Shares to be covered by each Award granted, grant; (d) determine the terms and conditions of each Award andconditions, subject to limitations in not inconsistent with the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration terms of the Plan, of any grant hereunder (iiincluding, but not limited to, the term of the Award, the Exercise Price or Strike Price and any restriction, limitation, procedure, or deferral related thereto, provisions relating to the effect upon the Award of an Eligible Person’s cessation of employment, acceleration of vesting, forfeiture provisions regarding an Award and/or the profits received by any Eligible Person from receiving an Award of exercising an Option or Stock Appreciation Right, and any other terms and conditions regarding any Award, based in each case upon such guidelines and factors as the Committee or Board shall determine from time to time in their sole discretion); (e) determine whether, to what extent and under what circumstances grants under the Plan are to be made and operate, whether on a tandem basis or otherwise, with other grants or awards (whether equity or cash based) made by the Company under or outside of the Plan; and (f) delegate to one or more officers of the Company the right to grant Awards under the Plan, provided that such delegation is made in accordance with the provisions of applicable state and federal laws. Each of the Committee and the Board shall have the authority to adopt, alter and repeal such rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; to interpret the terms and provisions of the Plan and all related award agreements any Award granted under thereunder (and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for Grant Documents relating thereto); and to otherwise supervise the administration of the Plan. Any action taken by Each of the Compensation Committee will be finaland the Board shall also have the authority to provide, binding and conclusive. Subject to the adjustments discussed belowin their discretion, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807rescission, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorizedforfeiture, but unissued, Common Shares cancellation or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case other restriction of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, or for the forfeiture, rescission or repayment to the Company by a grantee of an Award of any profits or gains related to any Award granted hereunder, or other limitations, upon the occurrence of such prescribed events and under such circumstances as the Committee or the Board shall deem necessary and reasonable for the benefit of the Company; provided, however, that this provision shall have no application after a Change of Control (iias defined below in Section 11) has occurred. All decisions made by the grant limitations imposed Committee and the Board pursuant to the provisions of the Plan shall be made in the Committee’s or Board’s sole discretion and shall be final and binding on Awards, as described above, (iii) all persons including the number, kind Company and class any Eligible Person who has received an Award hereunder. No member of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsCommittee or Board will be liable for any such action or determination made in good faith.

Administration. (a) The Plan is shall be administered by the Compensation Committee, which is comprised solely Administrator and shall be administered in accordance with the requirements of applicable law and Rule 16b-3 under the Exchange Act (“independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “CodeRule 16b-3”), to the Committee will extent applicable. (b) Pursuant to the terms of the Plan and subject to the conditions and requirements under applicable law, the Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated to it by the Board, shall have the power and authority, without limitation: (1) to select those Eligible Recipients who shall be composed Participants; (2) to determine whether and to what extent Awards are to be granted hereunder to Participants; (3) to determine the number of two Shares to be covered by each Award granted hereunder; (4) to determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including, but not limited to, (i) the restrictions applicable to Restricted Share or more members who are “outside directors” within Restricted Share Units and the meaning conditions under which restrictions applicable to such Restricted Share or Restricted Share Units shall lapse, (ii) the Performance Goals and periods applicable to Awards, (iii) the Exercise Price of each Option and the Base Price of each Share Appreciation Right, (iv) the vesting schedule applicable to each Award, (v) the number of Shares or amount of cash or other property subject to each Award and (vi) subject to the requirements of Section 162(m) 409A of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan applicable), any amendments to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award andoutstanding Awards, subject including, but not limited to, extending the exercise period of such Awards and accelerating the vesting schedule of such Awards); (5) to limitations in determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing Awards; (6) to determine the individuals Fair Market Value in accordance with the terms of the Plan; (7) to whom determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of the Participant’s employment or service for purposes of Awards will be granted. The Compensation Committee also has full power granted under the Plan; (8) to adopt, alter and authority repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; (i9) promulgateto prescribe, amend and rescind rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or qualifying for favorable tax treatment under applicable foreign laws, which rules and regulations may be set forth in an appendix or appendices to the Plan; and (10) to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan, . (iic) interpret All decisions made by the Administrator pursuant to the provisions of the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will shall be final, conclusive and binding on all Persons, including the Company and conclusivethe Participants. Subject No member of the Board or the Committee, nor any officer or employee of the Company or any Subsidiary thereof acting on behalf of the Board or the Committee, shall be personally liable for any action, omission, determination, or interpretation taken or made in good faith with respect to the adjustments discussed belowPlan, and all members of the aggregate number Board or the Committee and each and any officer or employee of Common Shares available for the Company and of any Subsidiary thereof acting on their behalf shall, to the maximum extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, omission, determination or interpretation. (d) The Administrator may, in its sole discretion, delegate its authority, in whole or in part, under this Section 3 (including, but not limited to, its authority to grant of Awards under the Plan, other than its authority to grant Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares any Participant who is subject to such Award. In reporting under Section 16 of the case Exchange Act) to one or more officers of any SAR which is settled in Common Sharesthe Company, we will count the gross number of Common Shares subject to the SAR against the number requirements of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of applicable law or any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date stock exchange on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsare traded.

Administration. The Plan is shall be administered by the Compensation Committee, which is will be comprised solely of “independent directorsNon-Employee Directors” within the meaning of Rule 16b-3 under the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) Securities Exchange Act of the Internal Revenue Code of 19861934, as amended (the “CodeExchange Act”), or by the Board if for any reason the Committee will be composed of two or more members who are “outside directors” within is not so comprised, in which case all references herein to the meaning of Section 162(m) Committee shall refer to the Board. The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Code (and the Treasury Regulations promulgated thereunder), andPlan, to administer the extent Plan and to exercise all the Board determines powers and authorities either specifically granted to it is appropriate for awards under the Plan to qualify for or necessary or advisable in the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed administration of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, including, without limitation, the individuals authority to whom Awards grant Options, SARs, and Restricted Stock; to determine which Options shall constitute Incentive Stock Options and which Options shall constitute Nonqualified Stock Options and whether such Options will be granted. The Compensation Committee also has full power accompanied by Stock Appreciation Rights; to determine the purchase price of the shares of Common Stock covered by each Option (the “Option Price”) and authority SARs and the kind of consideration payable (if any) with respect to awards; to determine the period during which Options may be exercised and during which Restricted Stock shall be subject to restrictions, and whether in whole or in installments; to determine the persons to whom, and the time or times at which awards shall be granted (i) promulgatesuch persons are referred to herein as “Grantees”); to determine the number of shares to be covered by each award; to determine the terms, amend conditions, and restrictions of any Performance Goals and the number of Options, SARs, or shares of Restricted Stock subject thereto; to interpret the Plan; to prescribe, amend, and rescind rules and regulations relating to administration the Plan; to determine the terms and provisions of the agreements (which need not be identical) entered into in connection with awards granted under the Plan (the “Agreements”); to cancel or suspend awards, as necessary; to modify, amend, extend or renew outstanding awards (provided however, that, except as provided in Section 11 of the Plan, (ii) interpret any modification that would materially adversely affect any outstanding award shall not be made without the consent of the Grantee); to correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any award in the manner and to the extent the Committee shall deem it desirable to carry it into effect; and to make all related award agreements and (iii) exercise discretion in making any other determinations that it deems deemed necessary or desirable advisable for the administration of the Plan. Any action taken by The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Compensation Committee will be final, binding and conclusive. Subject or any person to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan whom it has delegated duties as aforesaid may consist of authorized, but unissued, Common Shares employ one or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal more persons to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld render advice with respect to a taxable event arising under any responsibility the Committee or such Award will not again be available for issuance person may have under the Plan. HoweverAll decisions, determinations, and interpretations of the Committee shall be final and binding on all persons, including the Company and Grantees of any Common Shares subject to Awards that are forfeited will again become available for issuance awards under the this Plan. The Compensation Board shall fill all vacancies, however caused, in the Committee. The Board may from time to time appoint additional members to the Committee, and may at any time remove one or more Committee members and substitute others. One member of the Committee shall be selected by the Board as chairman. The Committee shall hold its meetings at such times and places as it shall deem advisable. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Committee may not grant appoint a secretary and make such rules and regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of its meetings. No members of the Board or Committee shall be liable for any Award under the Plan exceeding the following limitations: • Any participant may not receive Options action taken or SARs covering more than 250,000 Common Shares determination made in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant good faith with respect to the Plan may not cover more than 500,000 Common Shares in or any award granted hereunder. To the aggregate; • The Fair Market Value of ISOs granted fullest extent permitted by law, the Company shall indemnify each person made or threatened to be made a party to any Employee, • Awards civil or criminal action or proceeding by reason of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share splitfact that such person, or his or her testator or intestate, is or was a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any member of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsCommittee.

Administration. The 3.1 To the extent permitted under Applicable Law, Articles of Association and any other governing document of the Company, the Plan is shall be administered by the Compensation Committee, which is comprised solely of “independent directors” within . In the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent event that the Board determines it is appropriate does not create a committee to administer the Plan, the Plan shall be administered by the Board in its entirety. In the event that an action necessary for the compensation realized from Awards administration of the Plan is required under law to be considered “performance based” compensation under Section 162(m) of taken by the Internal Revenue Code of 1986Board, as amended (the “Code”), the Committee will then such action shall be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time so taken by the Board. In its capacity any such event, all references herein to the Committee shall be construed as plan administratorreferences to the Board. 3.2 The Committee shall consist of two or more directors of the Company, as determined by the Board. The Board shall appoint the members of the Committee, may from time to time remove members from, or add members to, the Compensation Committee, and shall fill vacancies in the Committee determines however caused, provided that the type composition of each Award grantedthe Committee shall at all times be in compliance with any mandatory requirements of Applicable Law. The Committee may select one of its members as its Chairman and shall hold its meetings at such times and places as it shall determine. The Committee may appoint a Secretary, who shall keep records of its meetings, and shall make such rules and regulations for the conduct of its business as it shall deem advisable and subject to requirements of Applicable Law. 3.3 Subject to the terms and conditions of each Award andthe Plan, subject any mandatory provisions of Applicable Law and any provisions of any Company policy required under mandatory provisions of Applicable Law, and in addition to limitations the Committee's powers contained elsewhere in the Plan, the individuals Committee shall have full authority in its discretion, from time to whom Awards will be granted. The Compensation Committee also has full power time and authority at any time, to determine any of the following, or to recommend to the Board any of the following if it is not authorized to take such action according to Applicable Law: (i) promulgateeligible Grantees, (ii) grants of Awards and setting the terms and provisions of Option Agreements (which need not be identical) and any other agreements or instruments under which Awards are made, amend including, but not limited to, the number of Shares underlying each Award, (iii) the time or times at which Awards shall be granted, (iv) the vesting schedule, the acceleration thereof and rescind conditions on which Awards may be exercised, (v) the Exercise Price, (vi) the interpretation of the Plan, (vii) the rules and regulations relating to administration of and for carrying out the Plan, and any amendment or rescission thereof, as it may deem appropriate, (iiviii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on Shares, (ix) the tax track (capital gains, ordinary income track or any other track available under the Section 102 of the Ordinance) for the purpose of 102 Awards, and (x) any other matter which is necessary or desirable for, or incidental to, the administration of the Plan and any Award is settled, if to thereunder. 3.4 Grants of Awards shall be settled in cash; • ISOs granted made pursuant to written notice to Grantees setting forth the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any terms of the following to reflect any change in capitalization Award. Such notice shall designate the type of First FinancialAward as one of the following: (i) a 102 Award granted to a Trustee (either as a 102 Award (capital gain track) with Trustee or a 102 Award (ordinary income track) with Trustee), (ii) a 102 Award without a Trustee, (iii) a 3(9) Award, (iv) an Incentive Stock Option, (v) a Nonqualified Stock Option, or (vi) any other type of Award. 3.5 Subject to the numbermandatory provisions of Applicable Law, kind the grant of any Award, whether by the Committee or the Board, shall be deemed to include an authorization of the issuance of Shares upon the due exercise thereof. 3.6 The authority granted hereunder includes the authority to modify Awards to eligible individuals who are foreign nationals or are individuals who are employed outside Israel to recognize differences in local law, tax policy or custom, in order to effectuate the purposes of the Plan but without amending the Plan. The Committee shall have the authority to grant, in its discretion, to the holder of an outstanding Award, in exchange for the surrender and class cancellation of shares such Award, a new Award having an Exercise Price lower than that provided in the Award so surrendered and canceled and containing such other terms and conditions as the Committee may prescribe in accordance with the provisions of First Financial the Plan or to set a new Exercise Price for issuance the same Award lower than that previously provided in the Award. 3.7 All decisions, determination and interpretations of the Committee shall be final and binding on all Grantees of any Awards under the Plan, (ii) unless otherwise determined by the grant limitations imposed on Awards, as described above, (iii) Board. No member of the number, kind and class of shares of First Financial subject Committee shall be liable for any action taken or determination made in good faith with respect to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsPlan or any Award granted hereunder.

Administration. (a) The Plan is shall be administered by the Compensation a Stock Option Plan Committee, which is comprised solely made up of “independent directors” within the meaning not less than two (2) persons, all of whom shall be members of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that Board of Directors and all of whom shall be "disinterested persons," designated by resolution of the Board determines it is appropriate for of Directors. Committee members shall not be eligible to receive Options under this Plan. (b) Subject to the compensation realized from Awards provisions of the Plan, the Committee shall have authority in its discretion: (i) to construe and interpret the Plan and all Options granted hereunder, and to determine the terms and provisions (and amendments thereof) of the Options granted under the Plan, including such terms and provisions (and amendments) as shall be considered “performance based” compensation required in the judgment of the Committee to provide that Options under Section 162(m) the Plan will be incentive stock options under 422A of the Internal Revenue Code of 19861986 as it now exists or may from time to time be amended and/or superseded or to conform to any change in any law or regulation applicable thereto, and as amended (shall be required in the “Code”), judgment of the Committee will be composed to satisfy the conditions of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards Rule 16b-3 under the Plan Securities Exchange Act of 1934 as it now exists or may from time to qualify for the exemption available under SEC Rule 16b-3(d)(1time be amended and/or superseded or to conform to any change in any law or regulation applicable thereto; (ii) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, to define the terms and conditions of each Award and, subject to limitations used in the Plan, Plan and in the individuals Options granted thereunder; (iii) to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgateprescribe, amend and rescind rules and regulations relating to administration the Plan; (iv) to determine the individuals to whom and the time or times at which Options shall be granted, the price, and the duration of leaves of absence which may be granted to Participants without constituting a termination of their employment for the purposes of the Plan, (ii) interpret the Plan and all related award agreements ; and (iiiv) exercise discretion in making any to make all other determinations that it deems necessary or desirable advisable for the administration of the Plan. Any action taken All determinations and interpretations made by the Compensation Committee will shall be final, binding and conclusive. Subject to conclusive on all Participants in the adjustments discussed below, the aggregate number of Common Shares available Plan and on their legal representatives and beneficiaries. (c) A quorum for the grant transaction of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless business of the number Committee shall be two (2) members, and any action of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld Committee with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to shall be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any taken by unanimous vote of the following to reflect any change in capitalization members present at a duly constituted meeting of First Financial: (i) the number, kind and class Committee or by written consent of shares all of First Financial for issuance under the Plan, (ii) members of the grant limitations imposed on Awards, as described above, (iii) Committee without the number, kind and class holding of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsa meeting.

Administration. (a) The Plan is administered by Committee shall administer the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”)Plan. To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the The Committee will be composed shall consist of two or more members disinterested directors of the Holding Company, who shall be appointed by the Board of Directors. A member of the Board of Directors shall be deemed to be "disinterested" only if he satisfies (i) such requirements as the Securities and Exchange Commission may establish for non-employee directors administering plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act and (ii) such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under Section 162(m)(4)(C) of the Code. The Board of Directors may also appoint one or more separate committees of the Board of Directors, each composed of one or more directors of the Holding Company or an Affiliate who need not be disinterested and who may grant Awards and administer the Plan with respect to Employees and Outside Directors who are “outside directors” within not considered officers or directors of the meaning Holding Company under Section 16 of the Exchange Act or for whom Awards are not intended to satisfy the provisions of Section 162(m) of the Code Code. (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1b) or Rule 16b-3(e) promulgated under the Exchange Act, the The Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to shall (i) promulgate, amend select the Employees and rescind rules and regulations relating Outside Directors who are to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of receive Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) determine the grant limitations imposed on type, number, vesting requirements and other features and conditions of such Awards, (iii) interpret the Plan and (iv) make all other decisions relating to the operation of the Plan. The Committee may adopt such rules or guidelines as described aboveit deems appropriate to implement the Plan. The Committee's determinations under the Plan shall be final and binding on all persons. (c) Each Award shall be evidenced by a written agreement ("Award Agreement") containing such provisions as may be approved by the Committee. Each Award Agreement shall constitute a binding contract between the Holding Company or an Affiliate and the Participant, and every Participant, upon acceptance of the Award Agreement, shall be bound by the terms and restrictions of the Plan and the Award Agreement. The terms of each Award Agreement shall be in accordance with the Plan, but each Award Agreement may include such additional provisions and restrictions determined by the Committee, in its discretion, provided that such additional provisions and restrictions are not inconsistent with the terms of the Plan. In particular and at a minimum, the Committee shall set forth in each Award Agreement (i) the type of Award granted (ii) the Exercise Price of any Option, (iii) the number, kind and class number of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grantsthe Award; and (iv) the expiration date of the Award, (v) the manner, time, and rate (cumulative or otherwise) of exercise price or vesting of Options such Award, and SARs(vi) the restrictions, if any, placed upon such Award, or upon shares which may be issued upon exercise of such Award. The Chairman of the Committee and such other directors and officers as shall be designated by the Committee is hereby authorized to execute Award Agreements on behalf of the Company or an Affiliate and to cause them to be delivered to the recipients of Awards. (d) The Committee may delegate all authority for: (i) the determination of forms of payment to be made by or received by the Plan and (ii) the execution of any Award Agreement. The Committee may rely on the descriptions, representations, reports and estimates provided to it by the management of the Holding Company or an Affiliate for determinations to be made pursuant to the Plan, including the satisfaction of any conditions of a Performance Award. However, only the Committee or a portion of the Committee may certify the attainment of any conditions of a Performance Award intended to satisfy the requirements of Section 162(m) of the Code.

Administration. The Plan is will be administered by the Compensation Committee. In addition to any other powers granted to the Committee, which is comprised solely of “independent directors” within it will have the meaning following powers, subject to the express provisions of the Nasdaq Plan: 3.1 to determine in its discretion the Employees to whom Options, Performance Units or Rights will be granted, to whom Restricted Stock Market Marketplace Rules (and Incentive Shares will be awarded, and those Employees eligible to receive Cash Bonuses; the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards number of Shares to be considered “performance based” compensation under Section 162(m) subject to each Option, Right, Performance Unit, Restricted Stock or Incentive Share award, and the terms upon which Options, Rights or Performance Units may be acquired and exercised and the terms and conditions of Restricted Stock and Incentive Share awards and Cash Bonuses; 3.2 to determine all other terms and provisions of each Agreement, which need not be identical; 3.3 without limiting the generality of the Internal Revenue Code of 1986foregoing, to provide in its discretion in an Agreement: (a) for an agreement by the Optionee or Grantee to render services to the Company or a Subsidiary upon such terms and conditions as amended (may be specified in the “Code”)Agreement, provided that the Committee will be composed not have the power to commit the Company or any Subsidiary to employ or otherwise retain any Optionee or Grantee; (b) for restrictions on the transfer, sale or other disposition of two Shares issued to the Optionee upon the exercise of an Option, Right or more members who are “outside directors” within Performance Unit, for other restrictions permitted by Article 11 with respect to Restricted Stock or for conditions with respect to the meaning issuance of Section 162(mIncentive Shares; (c) for an agreement by the Optionee or Grantee to resell to the Company, under specified conditions, Shares issued upon the exercise of an Option, Right or Performance Unit or awarded as Restricted Stock or Incentive Shares; (d) for the payment of the Code Option Price upon the exercise by an Employee or Director of an Option otherwise than in cash, including without limitation by delivery of shares of Common Stock (other than Restricted Stock) valued at Fair Market Value on the Date of Exercise of the Option, or a combination of cash and the Treasury Regulations promulgated thereunder), shares of Common Stock; and, to the extent the Board determines it is appropriate for awards under the Plan to qualify (e) for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will deferral of receipt of amounts that otherwise would be composed distributed upon exercise of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granteda Performance Unit, the terms and conditions of each Award andany such deferral and any interest or dividend equivalent or other payment that will accrue with respect to deferred distributions; 3.4 to construe and interpret the Agreements and the Plan; 3.5 to require, subject to limitations whether or not provided for in the Planpertinent Agreement, of any person exercising an Option, Right or Performance Unit or acquiring Restricted Stock or Incentive Shares, at the time of such exercise or acquisition, the individuals making of any representations or agreements that the Committee may deem necessary or advisable in order to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration comply with the securities laws of the Plan, (ii) interpret United States or of any state; 3.6 to provide for satisfaction of an Optionee’s or Grantee’s tax liabilities arising in connection with the Plan through, without limitation, retention by the Company of shares of Common Stock otherwise issuable on the exercise of an Option, Right or Performance Unit or pursuant to an award of Incentive Shares or through delivery of Common Stock to the Company by the Optionee or Grantee under such terms and conditions as the Committee deems appropriate; and 3.7 to make all related award agreements and (iii) exercise discretion in making any other determinations that it deems and take all other actions necessary or desirable advisable for the administration of the Plan. Any action determinations or actions made or taken by the Compensation Committee pursuant to this Article will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsfinal.

Administration. The Plan is will be administered by the Compensation Committee. In addition to any other powers granted to the Committee, which is comprised solely of “independent directors” within it will have the meaning following powers, subject to the express provisions of the Nasdaq Plan: 3.1 to determine in its discretion the Employees to whom Options, Performance Units or Rights will be granted and to whom Restricted Stock Market Marketplace Rules (and Incentive Shares will be awarded, the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards number of Shares to be considered “performance based” compensation under Section 162(m) subject to each Option, Right, Performance Unit, Restricted Stock or Incentive Share award, and the terms upon which Options, Rights or Performance Units may be acquired and exercised and the terms and conditions of Restricted Stock and Incentive Share awards; 3.2 to determine all other terms and provisions of each Agreement, which need not be identical; 3.3 without limiting the generality of the Internal Revenue Code of 1986foregoing, to provide in its discretion in an Agreement: (a) for an agreement by the Optionee or Grantee to render services to the Company or a Subsidiary upon such terms and conditions as amended (may be specified in the “Code”)Agreement, provided that the Committee will be composed not have the power to commit the Company or any Subsidiary to employ or otherwise retain any Optionee or Grantee; (b) for restrictions on the transfer, sale or other disposition of two Shares issued to the Optionee upon the exercise of an Option, Right or more members who are “outside directors” within Performance Unit, for other restrictions permitted by Article 11 with respect to Restricted Stock or for conditions with respect to the meaning issuance of Section 162(mIncentive Shares; (c) for an agreement by the Optionee or Grantee to resell to the Company, under specified conditions, Shares issued upon the exercise of an Option, Right or Performance Unit or awarded as Restricted Stock or Incentive Shares; (d) for the payment of the Code Option Price upon the exercise by an Employee or Director of an Option otherwise than in cash, including without limitation by delivery of shares of Common Stock (other than Restricted Stock) valued at Fair Market Value on the Date of Exercise of the Option, or a combination of cash and the Treasury Regulations promulgated thereunder), shares of Common Stock; and, to the extent the Board determines it is appropriate for awards under the Plan to qualify (e) for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will deferral of receipt of amounts that otherwise would be composed distributed upon exercise of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granteda Performance Unit, the terms and conditions of each Award andany such deferral and any interest or dividend equivalent or other payment that will accrue with respect to deferred distributions; 3.4 to construe and interpret the Agreements and the Plan; 3.5 to require, subject to limitations whether or not provided for in the Planpertinent Agreement, of any person exercising an Option, Right or Performance Unit or acquiring Restricted Stock or Incentive Shares, at the time of such exercise or acquisition, the individuals making of any representations or agreements that the Committee may deem necessary or advisable in order to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration comply with the securities laws of the Plan, (ii) interpret United States or of any state; 3.6 to provide for satisfaction of an Optionee’s or Grantee’s tax liabilities arising in connection with the Plan through, without limitation, retention by the Company of shares of Common Stock otherwise issuable on the exercise of an Option, Right or Performance Unit or pursuant to an award of Incentive Shares or through delivery of Common Stock to the Company by the Optionee or Grantee under such terms and conditions as the Committee deems appropriate; and 3.7 to make all related award agreements and (iii) exercise discretion in making any other determinations that it deems and take all other actions necessary or desirable advisable for the administration of the Plan. Any action determinations or actions made or taken by the Compensation Committee pursuant to this Article will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsfinal.

Administration. The Plan is shall be administered by the Compensation Committee. The Committee shall have the authority in its discretion, which is comprised solely of “independent directors” within subject to and not inconsistent with the meaning express provisions of the Nasdaq Stock Market Marketplace Rules Plan (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards including Section 23 hereof with respect to be considered “performance based” compensation under Section 162(m) any Option granted to a non-employee director of the Internal Revenue Code of 1986, as amended (the “Code”Company), to administer the Committee will be composed of two or more members who are “outside directors” within Plan and to exercise all the meaning of Section 162(m) of the Code (powers and the Treasury Regulations promulgated thereunder), and, authorities either specifically granted to the extent the Board determines it is appropriate for awards under the Plan to qualify for or necessary or advisable in the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed administration of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, including, without limitation, the individuals authority to whom Awards will grant Options, Stock Appreciation Rights and Restricted Stock; to determine which Options shall constitute Incentive Stock Options and which Options shall constitute Nonqualified Stock Options; to determine the purchase price of the shares of Common Stock covered by each Option; to determine the persons to whom, and the time or times at which awards shall be granted. The Compensation Committee also has full power and authority ; to (i) promulgatedetermine the number of shares to be covered by each award; to interpret the Plan; to prescribe, amend and rescind rules and regulations relating to administration the Plan; to determine the terms and provisions of the PlanAgreements (which need not be identical) and to cancel or suspend awards, (ii) interpret the Plan as necessary; and to make all related award agreements and (iii) exercise discretion in making any other determinations that it deems deemed necessary or desirable advisable for the administration of the Plan. Any action taken by 9 The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Compensation Committee will be final, binding and conclusive. Subject or any person to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan whom it has delegated duties as aforesaid may consist of authorized, but unissued, Common Shares employ one or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal more persons to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld render advice with respect to a taxable event arising under any responsibility the Committee or such Award will not again be available for issuance person may have under the Plan. HoweverAll decisions, determination and interpretations of the Committee shall be final and binding on all Grantees of any Common Shares subject to Awards that are forfeited will again become available for issuance awards under the this Plan. The Compensation Board shall fill all vacancies, however caused, in the Committee. The Board may from time to time appoint additional members to the Committee, and may at any time remove one or more Committee members and substitute others. One member of the Committee shall be selected by the Board as chairman. The Committee shall hold its meetings at such times and places as it shall deem advisable. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Committee may not grant appoint a secretary and make such rules and regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of its meetings. No member of the Board or Committee shall be liable for any Award under the Plan exceeding the following limitations: • Any participant may not receive Options action taken or SARs covering more than 250,000 Common Shares determination made in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant good faith with respect to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs or any award granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARshereunder.

Administration. The Plan is (a) This Agreement shall be administered by the Compensation Committee, which is comprised solely Board of “independent directors” within the meaning Directors of the Nasdaq Stock Market Marketplace Rules Employer (the “Nasdaq RulesBoard”). To . (b) As the extent that administrator, the Board determines it is appropriate shall have the powers, duties and discretion to: (i) Construe and interpret the provisions of this Agreement; (ii) Adopt, amend or revoke rules and regulations for the compensation realized from Awards administration of this Agreement, provided they are not inconsistent with the provisions of this Agreement; (iii) Provide appropriate parties with such returns, reports, descriptions and statements as may be required by law, within the times prescribed by law and to make them available to the Insured (or the Insured’s beneficiary) when required by law; (iv) Take such other action as may be considered “performance based” compensation under Section 162(mreasonably required to administer this Agreement in accordance with its terms or as may be required by law; (v) of Withhold applicable taxes and file with the Internal Revenue Code of 1986, Service appropriate information returns with respect to any payments and/or benefits provided hereunder; (vi) Appoint and retain such persons as amended may be necessary to carry out its duties as administrator. (c) The Employer shall serve as the “Code”), the Committee will Named Fiduciary with respect to this Agreement. The Named Fiduciary shall be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify responsible for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Actmanagement, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms control and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the PlanPolicy’s death proceeds. The Named Fiduciary may, (ii) interpret in its reasonable discretion, delegate certain aspects of its management and administrative responsibilities. If the Plan Named Fiduciary has a claim which it believes may be covered under the Policy, it will contact the Insurer in order to complete a claim form and all related award agreements determine what other steps need to be taken. The Insurer will evaluate and (iii) exercise discretion in making any other determinations that it deems necessary or desirable make a decision as to payment. If the claim is eligible for administration of payment under the Plan. Any action taken by the Compensation Committee Policy, a check will be final, binding and conclusive. Subject issued to the adjustments discussed belowNamed Fiduciary. If the Insurer determines that a claim is not eligible for payment under the Policy, the aggregate number of Common Shares available for Named Fiduciary may, in its sole discretion, contest such claim denial by contacting the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled Insurer in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARswriting.

Administration. (a) The Plan is administered by Committee shall administer the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”)Plan. To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the The Committee will be composed shall consist of two or more members disinterested Directors of the Corporation, who shall be appointed by the Board of Directors. A member of the Board of Directors shall be deemed to be "disinterested" only if he satisfies (i) such requirements as the Securities and Exchange Commission may establish for non-employee directors administering plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act and (ii) such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under Section 162(m)(4)(C) of the Code. The Board of Directors may also appoint one or more separate committees of the Board of Directors, each composed of one or more directors of the Corporation or an Affiliate who need not be disinterested, that may grant Awards and administer the Plan with respect to Employees, Outside Directors, and other individuals who are “outside directors” within not considered officers or directors of the meaning Corporation under Section 16 of the Exchange Act or for whom Awards are not intended to satisfy the provisions of Section 162(m) of the Code Code. (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1b) or Rule 16b-3(e) promulgated under the Exchange Act, the The Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to shall (i) promulgate, amend and rescind rules and regulations relating select the individuals who are to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of receive Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) determine the grant limitations imposed on type, number, vesting requirements and other features and conditions of such Awards, as described above, (iii) interpret the number, kind Plan and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; Award Agreements in all respects and (iv) make all other decisions relating to the exercise price operation of Options the Plan. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee's determinations under the Plan shall be final and SARsbinding on all persons. (c) Each Award shall be evidenced by a written agreement ("Award Agreement") containing such provisions as may be required by the Plan and otherwise approved by the Committee. Each Award Agreement shall constitute a binding contract between the Corporation or an Affiliate and the Participant, and every Participant, upon acceptance of an Award Agreement, shall be bound by the terms and restrictions of the Plan and the Award Agreement. The terms of each Award Agreement shall be in accordance with the Plan, but each Award Agreement may include any additional provisions and restrictions determined by the Committee, in its discretion, provided that such additional provisions and restrictions are not inconsistent with the terms of the

Administration. (a) The Plan is shall be administered by the Compensation Committee. The Committee shall be appointed by the Board and shall consist of not less than three directors of the Board. To the extent necessary to comply with applicable regulatory regimes, which is comprised solely any action by the Committee shall require the approval of “independent directors” Committee members who are (i) independent, within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To and to the extent that required by applicable rulings and interpretations of the Board determines it is appropriate for applicable stock market or exchange on which the compensation realized from Awards Shares are quoted or traded; (ii) a non-employee director within the meaning of Rule 16b-3 under the Exchange Act; and (iii) an outside director pursuant to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code Code. The Board may designate one or more directors as alternate members of 1986, as amended (the “Code”)Committee who may replace any absent or disqualified member at any meeting of the Committee. To the extent permitted by applicable law, the Committee will be composed of two may delegate to one or more members who are “outside directors” within the meaning of Section 162(m) officers of the Code (and Company the Treasury Regulations promulgated thereunder)authority to grant Awards, and, except that such delegation shall not be applicable to the extent the Board determines it is appropriate any Award for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under a person then covered by Section 16 of the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind issue rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding It shall meet at such times and conclusive. places as it may determine. (b) Subject to the adjustments discussed belowterms of the Plan and applicable law, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal Committee (or its delegate) shall have full power and authority to: (i) 1,750,000 Common Shares plus designate Participants; (ii) 422,807, determine the type or types of Awards (including Replacement Awards) to be granted to each Participant under the Plan; (iii) determine the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld covered by (or with respect to a taxable event arising which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent and under such Award will not again what circumstances Awards may be available for issuance settled or exercised in cash, Shares, other Awards, other property, net settlement, or any combination thereof, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent and under the Plan. Howeverwhat circumstances cash, any Common Shares subject Shares, other Awards, other property and other amounts payable with respect to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any an Award under the Plan exceeding shall be deferred either automatically or at the following limitations: • Any participant may not receive Options election of the holder thereof or SARs covering more than 250,000 Common Shares in of the Committee; (vii) interpret and administer the Plan and any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Sharesinstrument or agreement relating to, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalizationmade under, the Compensation Committee Plan; (viii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall make equitable adjustments to any deem appropriate for the proper administration of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (ivix) make any other determination and take any other action that the exercise price Committee deems necessary or desirable for the administration of Options the Plan. (c) All decisions of the Committee shall be final, conclusive and SARsbinding upon all parties, including the Company, its shareholders and Participants and any Beneficiaries thereof.

Administration. 5.1 The Plan is administered Scheme shall be subject to the administration of the Board in accordance with the Scheme Rules and, where applicable, the Trust Deeds. A decision of the Board or the committee of the Board or person(s) to which the Board has delegated its authority shall be final and binding on all persons affected thereby. 5.2 The authority to administer the Scheme may be delegated by the Compensation Committee, which is comprised solely of “independent directors” within the meaning Board to a committee of the Nasdaq Stock Market Marketplace Rules (Board or any person(s) as deemed appropriate at the “Nasdaq Rules”). To sole discretion of the extent Board, provided that nothing in this Rule 5.2 shall prejudice the Board’s power to revoke such delegation at any time or derogate from the discretion rested with the Board determines it is appropriate for as contemplated in Rule 5.1. 5.3 Without prejudice to the compensation realized Board’s general power of administration, the Board or the committee of the Board or person(s) to which the Board has delegated its authority may from Awards time to time appoint one or more administrators, who may be considered “performance based” compensation under Section 162(mindependent third-party contractors, to assist in the administration of the Scheme, to whom they, at their sole discretion, may delegate such functions relating to the administration of the Scheme as they may think fit. The duration of office, terms of reference and remuneration (if any) of such administrator(s) shall be determined by the Internal Revenue Code Board at their sole discretion from time to time. 5.4 Without prejudice to the Board’s general power of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), andadministration, to the extent not prohibited by applicable laws and regulations, the Board determines it is appropriate for awards or the committee of the Board or person(s) to which the Board has delegated its authority may also from time to time appoint one or more Trustees in respect of granting, administration or vesting of any Award Shares. 5.5 Subject to the Scheme Rules, the Listing Rules and any applicable law and regulations, the Board and the committee of the Board or person(s) to which the Board has delegated its authority shall have the power from time to time to: (a) construe and interpret the Scheme Rules and the terms of the Awards granted under the Plan to qualify Scheme; (b) make or vary such arrangements, guidelines, procedures and/or regulations for the exemption available under SEC Rule 16b-3(d)(1administration, interpretation, implementation and operation of the Scheme, provided that they are not inconsistent with the Scheme Rules; (c) or Rule 16b-3(e) promulgated under decide how the Exchange Act, vesting of the Committee Awards Shares will be composed of two or more members who are “non-employee directors” within the meaning of settled pursuant to Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any 10; (d) grant Awards to those Eligible Persons whom it shall select from time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, to time; (e) determine the terms and conditions of each the Awards and the Purchase Price (if any); (f) determine the commencement or termination date of an Eligible Person’s employment with any member of the Group; (g) establish and administer performance targets in respect of the Scheme; (h) approve the form of an Award Letter; and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend take such other steps or actions to give effect to the terms and rescind rules and regulations relating to administration intent of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration Scheme Rules. 5.6 None of the Plan. Any action taken directors of the Company or any person(s) to whom the Board has delegated its authority shall be personally liable by reason of any contract or other instrument executed by him/her, or on his/her behalf or for any mistake of judgment made in good faith, for the Compensation Committee will be finalpurposes of the Scheme, binding and conclusive. Subject the Company shall indemnify and hold harmless each member of the Board and any person(s) to whom the Board has delegated its authority in relation to the adjustments discussed belowadministration or interpretation of the Scheme, against any cost or expense (including legal fees) or liability (including any sum paid in settlement of a claim with the aggregate number approval of Common Shares available for the grant of Awards under the Plan will equal (iBoard) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case arising out of any SAR which is settled act or omission to act in Common Shares, we will count connection with the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price Scheme unless arising out of such Awardperson’s own wilful default, are tendered in satisfaction of any condition to a grant of an Award fraud or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsbad faith.

Administration. The 3.1 This Plan is and any Sub-Plans shall be administered by the Compensation CommitteeBoard. The Board may appoint a committee of the Board, consisting of not less than two (2) members of the Board, which, subject to any applicable Mandatory Law, and the resolution of the Board, may have all of the powers of the Board granted herein. Subject to the above, the term “Board” whenever used herein, shall mean the Board or such appointed committee, as applicable. Once appointed, the committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the committee and, thereafter, directly administer the Plan. Members of the Board or committee who are either eligible for Awards or have been granted Awards may vote on any matters affecting the administration of the Plan or the grant of Awards pursuant to the Plan, except that no such member shall act upon the granting of an Award to himself, but any such member may be counted in determining the existence of a quorum at any meeting of the Board or the committee during which action is taken with respect to the granting of an Award to him or her. The committee shall meet at such times and places and upon such notice as the chairperson determines. A majority of the Committee shall constitute a quorum. Any acts by the committee may be taken at any meeting at which a quorum is present and shall be by majority vote of those members entitled to vote. Additionally, any acts reduced to writing or approved in writing by all of the members of the committee shall be valid acts of the committee. 3.2 Unless specifically required otherwise under applicable Mandatory Law, the Board shall have sole and full discretion and authority, without the need to submit its determinations or actions to the stockholders of the Corporation for their approval or authorization, to administer the Plan and any Sub-Plans, and all actions related thereto, including, without limitation, the performance, at any time and from time to time, of any and all of the following: 3.2.1 the designation of Grantees; 3.2.2 the determination of the terms of each Award (which need not be identical), including without limitation the number and type of Award to be granted in favor of each Grantee, the vesting schedule and Exercise Price or Base Price, as applicable, thereof, and the documents to be executed by the Grantee; 3.2.3 the determination of the terms and form of the Award Agreements (which need not be identical), whether a general form or a specific form with respect to a certain Grantee; 3.2.4 the modification or amendment of the Exercise Period, Restricted Period, restrictions, vesting schedules (including by way of acceleration) and/or of the Exercise Price or Base Price of Awards, including without limitation the reduction thereof, either prior to or following their grant; the repricing of any Award or any other action which is comprised solely or may be treated as repricing under generally accepted accounting principles; the grant to the holder of “independent directors” an outstanding Award, in exchange for such Award, of a new Award having a purchase price, if any, equal to, lower than or higher than the Exercise Price or Base Price, if any, provided in the Award so surrendered and canceled, and containing such other terms and conditions as the Board may prescribe; 3.2.5 any other action and/or determination deemed by the Board to be required or advisable for the administration of the Plan and/or any Sub-Plan or Award Agreement; 3.2.6 the determination, based upon the relevant information, of the Fair Market Value of the Shares, and the mechanism of such determination; 3.2.7 the interpretation of the Plan, any Sub-Plans, and the Award Agreements; 3.2.8 to determine whether, to what extent, and under what circumstances an Award and/or the underlying Share may be settled, canceled, forfeited, exchanged, or surrendered and to determine any other matter which is necessary or desirable for, or incidental to, administration of this Plan; 3.2.9 to determine if and how Awards and Shares issued upon exercise of Awards (including, with respect to Restricted Stock, Shares that are vested and free from vesting restrictions) shall be treated in connection with, or in the framework of, a Merger Transaction, as further detailed in Section 11 below; 3.2.10 to determine how any treatment of Awards may be made subject to any payment or escrow arrangement, or any other arrangement determined within the meaning scope of a Merger Transaction in relation to the Shares of the Nasdaq Stock Market Marketplace Rules (Corporation; 3.2.11 the “Nasdaq Rules”). To adoption of Sub-Plans, including without limitation the determination, if the Board sees fit to so determine, that to the extent that any terms of such Sub-Plan are inconsistent with the Board determines it is appropriate for terms of this Plan, the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) terms of such Sub-Plan shall prevail; and 3.2.10 the extension of the Internal Revenue Code period of 1986the Plan or any Sub-Plans. 3.3 The Board may, in its sole discretion, without stockholder approval or approval of any Grantee, amend, modify (including by adding new terms and rules), and/or cancel or terminate this Plan, any Sub-Plans, and any Awards granted under this Plan or any Sub-Plans, any of their terms, and/or any rules, guidelines or policies relating thereto provided, however, that without the consent of an affected Grantee, no such amendment, modification, cancellation, or termination of any outstanding grant may materially and adversely affect the rights of such Grantee. Notwithstanding the foregoing material amendments to the Plan or any Sub-Plans (but not the exercise of discretion under the Plan or any Sub-Plans) shall be subject to stockholder approval to the extent so required by applicable Mandatory Law. 3.4 All elections and transactions under the Plan by persons subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “CodeExchange Act”), the Committee will be composed of two or more members who involving Shares are “outside directors” within the meaning of intended to comply with any applicable condition under Rule 16b-3 under Section 162(m16(b) of the Code Exchange Act as then in effect or any successor provisions (“Rule 16b-3”). The Board may establish and adopt written administrative guidelines, designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration and operation of the Plan and the Treasury Regulations promulgated transaction of business thereunder), and, to . If the extent the Board determines it Corporation is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated a reporting company under the Exchange Act, the Committee will selection of a “director” or an “officer” (as such terms are defined for purposes of Rule 16b-3) as a Grantee, the timing of the grant of the Award, the Exercise Price or Base Price, if any, or sale price of the Award and the number of Awards which may be composed granted to such “director” or “officer” shall be determined either (i) by the Board, of which all members shall be “disinterested persons” (as hereinafter defined), or (ii) by a committee of two or more directors having full authority to act in the matter, of which all members who are shall be “non-employee directorsdisinterested persons.” For the purposes of the Plan, a director shall be deemed to be “disinterested” only if such person qualifies as a “disinterested person” within the meaning of Rule 16b-3. The members 16b-3 of the Compensation Committee do not serve fixed Exchange Act, as such terms but may be appointed are interpreted from time to time. Those provisions of the Plan that expressly refer to Rule 16b-3 or removed at any time which are required in order for certain transactions to qualify for exemption under Rule 16b-3 shall apply only to such persons as are required to file reports under Section 16(a) of the Exchange Act. 3.5 Unless otherwise determined by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations the provisions set forth in Section 3.3, any amendment or modification of this Plan and/or any applicable Sub-Plan and/or Award Agreement shall apply to the Planrelationship between the Grantee and the Corporation; and such amendment or modification shall be deemed to have been included, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgateab initio, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret in the Plan and all related award agreements any such applicable Sub-Plan and/or Award Agreement, and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding shall have full force and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld effect with respect to a taxable event arising under such Award will the relationship between the Corporation and the Grantee. 3.6 Termination of the Plan or any Sub-Plan, shall not again be available for issuance under affect the Plan. However, any Common Shares subject Board’s ability to exercise its powers with respect to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may prior to the date of such termination. 3.7 The Board, their members and any person designated above shall not cover more than be liable for any action or determination made in good faith with respect to the full amount Plan. To the maximum extent permitted by applicable Law, no officer of Common Shares subject the Corporation or member or former member of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted hereunder. To the maximum extent permitted by applicable Law and the Certificate of Incorporation and By-Laws of the Corporation and to the extent not covered by insurance, each officer and member or former member of the Board shall be indemnified and held harmless by the Corporation against any cost or expense (including reasonable fees of counsel reasonably acceptable to the Corporation) or liability (including any sum paid in settlement of a claim with the aggregate; approval of the Corporation), and • Awards advanced amounts necessary to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in pay the aggregate. In foregoing at the event earliest time and to the fullest extent permitted, arising out of any Common Share dividend, Common Share split, act or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments omission to any of the following to reflect any change act in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under connection with the Plan, (ii) except to the grant limitations imposed on extent arising out of such officer’s, member’s or former member’s own fraud or bad faith. Such indemnification shall be in addition to any rights of indemnification the officers, directors or members or former officers, directors or members may otherwise have. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by an individual with regard to Awards granted to him or her under this Plan. 3.8 In any event that the Corporation will be required to issue to a Grantee a fraction of Shares upon exercise of Awards, as described above, (iii) the number, kind Corporation will not issue fraction of Shares and class the number of shares Shares issued upon such exercise shall be rounded down to the closest number of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsShares.

Administration. The Board of Directors shall appoint at least two of its members to a committee (the "Committee") that will administer this Plan is administered by on behalf of the Company. The Committee may be the Compensation Committee of the Board of Directors if the Board of Directors so chooses. Except as may otherwise be permitted in Rule 16b-3 ("Rule 16b-3") of the Securities Exchange Act of 1934, as amended (the "Exchange Act") no person shall be appointed as a member of the Committee who is, or within one year prior to his becoming a member of the Committee was, granted or awarded equity securities pursuant to this Plan or any other plan of the Company or an affiliate, except that participation in a formula plan or participation which does not disqualify a director from being disinterested as provided in Rule 16b-3 shall not disqualify a person from becoming a member of the Committee. It is intended that the grants of options to directors as contemplated by Section 7 hereof (the "Formula Options") are being made pursuant to the formula stated therein and participation of directors pursuant thereto shall constitute "participation in a formula plan which does not disqualify a director from being disinterested" as stated above. Each member of the Committee shall serve at the discretion of the Board of Directors, which is comprised solely may fill any vacancy, however caused, in the Committee. The Committee shall select one of “independent directors” within its members as a chairman and shall hold meetings at the meaning times and in the places as it may deem advisable. All actions the Committee takes shall be made by majority decision. Any action evidenced by a written instrument signed by all of the Nasdaq Stock Market Marketplace Rules members of the Committee shall be as fully effective as if the Committee had taken the action by majority vote at a meeting duly called and held. Subject to the express provisions of this Plan, the Committee shall have complete authority, in its discretion, to determine with respect to all options other than Formula Options: (a) the “Nasdaq Rules”). To directors and key employees of the extent that Company and any subsidiaries to whom, the Board determines times when, and the prices at which it is appropriate for shall grant options; (b) the compensation realized from Awards type of options to be considered “performance based” compensation under granted, i.e., either incentive stock options as defined in Section 162(m) 422 of the Internal Revenue Code of 1986, as amended (the “"Code”)") (the "Incentive Stock Options") or non-qualified stock options (the "Non-Qualified Stock Options") (collectively, the Committee will be composed "Options"); (c) the total number of two or more members who are “outside directors” within Options to grant to an option; (d) the meaning of Section 162(m) time and duration of the Code period of exercise of each Option; (and e) the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed number of two or more members who are “non-employee directors” within the meaning shares of Rule 16b-3. The members Common Stock of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of Company subject to each Award granted, Option; and (f) the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be grantedfor payment. The Compensation Committee shall also has full power have complete and conclusive authority to (i) promulgateinterpret this Plan, (ii) prescribe, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described aboveit, (iii) determine the numberterms and provisions of the stock option agreements the Company makes with optionees who are granted Options (the "Agreement"), kind and class the terms of shares of First Financial subject to Optionswhich need not be identical, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) make all other determinations necessary or advisable for the exercise price administration of Options this Plan. The Committee's determinations on these matters shall be conclusive. In addition to any other rights of indemnification that they may have as directors of the Company or as members of the Committee, the directors of the Company and SARsmembers of the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of action taken or failure to act under or in connection with this Plan or any Option or Formula Option granted thereunder, and against all amounts paid by them in settlement thereof or paid by them in satisfaction of a judgment in any action, suit or proceeding, except in relation to matters as to which it shall be adjudged in the action, suit or proceeding that the Committee member is liable for gross negligence or misconduct in the performance of his duties; provided that within 60 days after institution of any action, suit or proceeding, a Committee member shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same.

Administration. (a) The Plan is administered by Committee shall administer the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”)Plan. To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the The Committee will be composed shall consist of two or more members who are “outside directors” within the meaning of Section 162(m) disinterested directors of the Code (and the Treasury Regulations promulgated thereunder)Holding Company, and, to the extent who shall be appointed by the Board determines it is appropriate of Directors. A member of the Board of Directors shall be deemed to be "disinterested" only if he or she satisfies such requirements as the Securities and Exchange Commission may establish for awards under the Plan non-employee directors administering plans intended to qualify for the exemption available under SEC Rule 16b-3(d)(116b-3 (or its successor) or Rule 16b-3(e) promulgated under the Exchange Act, the . (b) The Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to shall (i) promulgate, amend select the Employees and rescind rules and regulations relating Outside Directors who are to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of receive Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) determine the grant limitations imposed on type, number, vesting requirements and other features and conditions of such Awards, as described above, (iii) interpret the number, kind Plan and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; Award Agreements in all respects and (iv) make all other decisions relating to the operation of the Plan. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee's determinations under the Plan shall be final and binding on all persons. (c) Each Award shall be evidenced by a written agreement ("Award Agreement") containing such provisions as may be required by the Plan and otherwise approved by the Committee. Each Award Agreement shall constitute a binding contract between the Holding Company or an Affiliate and the Participant, and every Participant, upon acceptance of an Award Agreement, shall be bound by the terms and restrictions of the Plan and the Award Agreement. The terms of each Award Agreement shall be in accordance with the Plan, but each Award Agreement may include any additional provisions and restrictions determined by the Committee, in its discretion, provided that such additional provisions and restrictions are not inconsistent with the terms of the Plan. In particular and at a minimum, the Committee shall set forth in each Award Agreement: (i) the type of Award granted; (ii) the Exercise Price of any Option; (iii) the number of shares subject to the Award; (iv) the expiration date of the Award; (v) the manner, time, and rate (cumulative or otherwise) of exercise price or vesting of Options such Award; and SARs(vi) the restrictions, if any, placed upon such Award, or upon shares which may be issued upon exercise of such Award. The Chairman of the Committee and such other directors and officers as shall be designated by the Committee are hereby authorized to execute Award Agreements on behalf of the Company or an Affiliate and to cause them to be delivered to the recipients of Awards. (d) The Committee may delegate all authority for: (i) the determination of forms of payment to be made by or received by the Plan and (ii) the execution of any Award Agreement.

Administration. (a) The Plan is administered by Committee shall administer the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”)Plan. To the extent that required to comply with the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) 16b-3 promulgated under the Exchange ActAct and Applicable Law (if the Board is not acting as the Committee under the Plan), it is intended that each member of the Committee shall, at the time he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan. (b) Subject to the provisions of the Plan and Applicable Law, the Committee will be composed of two or more members who are “non-employee directors” within shall have the meaning of Rule 16b-3. The members of sole and plenary authority, in addition to other express powers and authorizations conferred on the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administratorPlan, the Compensation Committee determines to: (i) designate Participants; (ii) determine the type or types of each Award grantedAwards to be granted to a Participant; (iii) determine the number of Common Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Common Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Common Shares, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan, in each Award andcase, to the extent consistent with the terms of the Plan. (c) The Committee may delegate to one or more officers of the Company or any Affiliate the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee herein, and that may be so delegated as a matter of law, except for grants of Awards to persons subject to limitations Section 16 of the Exchange Act. (d) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company. (e) No member of the Board, the Committee, delegate of the Committee or any employee or agent of the Company (each such person, an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s Articles of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless. (f) Notwithstanding anything to the contrary contained in the Plan, the individuals Board may, in its sole discretion, at any time and from time to whom time, grant Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret administer the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance Awards. In any such case, the Board shall have all the authority granted to the Committee under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs.

Administration. The Plan is may be administered by the Compensation one or more committees (each a "Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m") of the Internal Revenue Code Company's Board of 1986, as amended Directors (the “Code”"Board"), the . Each Committee will be composed shall consist of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be have been appointed or removed at any time by the Board. In its capacity Each Committee shall have such authority and be responsible for such functions as plan administratorthe Board has assigned to it. If no Committee has been appointed, the Compensation Committee determines entire Board shall administer the type Plan. Subject to the provisions of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals Board shall have full authority and discretion to whom Awards will take any actions it deems necessary or advisable for the administration of the Plan. All decisions, interpretations, and other actions of the Board shall be grantedfinal and binding. The Compensation Board or the Committee also has full power and shall have complete authority to to: (i) promulgateinterpret all terms and provisions of the Plan consistent with law; (ii) select the Consultants to whom Warrants shall be granted from the group of Consultants eligible to participate in the Plan; (iii) within the limits established herein, determine the number of shares to be subject to and the exercise price of each Warrant; (iv) prescribe the form of instrument(s) evidencing Warrants granted under the Plan; (v) determine the time or times at which Warrants shall be granted to Consultants; (vi) provide, if appropriate, for the exercisability of Warrants in installments or subject to specified conditions; (vii) determine the method of exercise of Warrants; (viii) adopt, amend and rescind general and special rules and regulations relating to administration of for the Plan, (ii) interpret the Plan and all related award agreements 's administration; and (iiiix) exercise discretion in making any make all other determinations that it deems necessary or desirable advisable for the administration of the Plan. Any action which the Board or the Committee is authorized to take may be taken without a meeting if all the members of the Board or the Committee sign a written document authorizing such action to be taken, unless different provision is made by the Compensation By-Laws of the Company or by resolution of the Board or the Committee. The Board or the Committee will be finalmay designate selected Board or Committee members or certain employees of the Company to assist the Board or the Committee in the administration of the Plan and may grant authority to such persons to execute documents, binding and conclusiveincluding Warrants, on behalf of the Board or the Committee. Subject No member of the Board or the Committee or employee of the Company assisting the Board or the Committee pursuant to the adjustments discussed below, preceding paragraph shall be liable for any action taken or determination made in good faith. The Board or the aggregate number Committee shall maintain records showing the cumulative total of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares all shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance Warrants outstanding under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs.

Administration. (a) The Plan is shall be administered by the Compensation CommitteeBoard and, which is comprised solely for greater certainty, the board of “independent directors” within the meaning directors of the Nasdaq Stock Market Marketplace Rules (Corporation shall have the “Nasdaq Rules”). To right to delegate the extent that the Board determines it is appropriate for the compensation realized from Awards administration and operation of this Plan, in whole or in part, to be considered “performance based” compensation under Section 162(m) a committee of the Internal Revenue Code board of 1986, as amended (directors that has been assigned the “Code”), responsibility of determining the Committee will be composed of two or more members who are “outside directors” within Corporation’s policies with respect to executive compensation. The Board shall have the meaning of Section 162(m) of authority in its sole and absolute discretion to administer the Code (Plan and to exercise all the Treasury Regulations promulgated thereunder), and, powers and authorities either specifically granted to the extent the Board determines it is appropriate for awards under the Plan to qualify for or necessary or advisable in the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under administration of the Exchange ActPlan including, without limitation, the Committee will be composed of two authority to: (i) grant Restricted Share Awards to Eligible Persons and Performance Share Awards to Employees; (ii) determine the Grant Date for Share Awards; (iii) determine the Eligible Persons who may participate in this Plan and designate any officer or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at Corporation as being an Employee under this Plan; (iv) determine Performance Criteria applicable to any time by Performance Share Award; (v) approve the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, form and determine the terms and conditions provisions of each Share Award and, subject to limitations Agreements (which need not be identical) entered into in connection with Share Awards; (vi) interpret the Plan, Plan and the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to Share Award Agreements; (ivii) promulgateprescribe, amend and rescind rules and regulations relating to the Plan; (viii) determine whether and the extent to which adjustments shall be made pursuant to the Plan; and (ix) make all other determinations deemed necessary or advisable for the administration of the Plan. (b) For greater certainty and without limiting the discretion conferred on the Board pursuant to this Section 3, the Board’s decision to approve the grant of a Share Award in any period shall not require the Board to approve the grant of a Share Award to any Participant in any other period; nor shall the Board’s decision with respect to the amount or terms and conditions of a Share Award in any period require it to approve the grant of a Share Award of the same or similar amount or with the same or similar terms and conditions to any Participant in any other period. The Board shall not be precluded from approving the grant of a Share Award to any Participant solely because such Participant may previously have been granted a Share Award under this Plan or any other Security Based Compensation Arrangement. No Participant has any claim or right to be granted a Share Award. There is no obligation for uniformity of treatment of Non-Employee Directors, Employees or Consultants, or any group of Non-Employee Directors, Employees or Consultants. (iic) interpret Any interpretation, rule, regulation, determination or other act of the Plan Board hereunder shall be made in its sole discretion and shall be final and conclusively binding upon the Corporation and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of persons affected by the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless No member of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered Board shall be liable for any action or determination made in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted good faith pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value or any instrument of ISOs granted to grant evidencing any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance Award awarded under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs.

Administration. (a) The Plan is administered by Committee shall administer the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”)Plan. To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the The Committee will be composed shall consist of two or more members disinterested directors of the Holding Company, who shall be appointed by the Board of Directors. A member of the Board of Directors shall be deemed to be "disinterested" only if he satisfies (i) such requirements as the Securities and Exchange Commission may establish for non-employee directors administering plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act and (ii) such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under Section 162(m)(4)(C) of the Code. The Board of Directors may also appoint one or more separate committees of the Board of Directors, each composed of one or more directors of the Holding Company or an Affiliate who need not be disinterested and who may grant Awards and administer the Plan with respect to Employees and Outside Directors who are “outside directors” within not considered officers or directors of the meaning Holding Company under Section 16 of the Exchange Act or for whom Awards are not intended to satisfy the provisions of Section 162(m) of the Code Code. (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1b) or Rule 16b-3(e) promulgated under the Exchange Act, the The Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to shall (i) promulgate, amend select the Employees and rescind rules and regulations relating Outside Directors who are to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of receive Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) determine the grant limitations imposed on type, number, vesting requirements and other features and conditions of such Awards, as described above, (iii) interpret the number, kind Plan and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; Award Agreements in all respects and (iv) make all other decisions relating to the operation of the Plan. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee's determinations under the Plan shall be final and binding on all persons. (c) Each Award shall be evidenced by a written agreement ("Award Agreement") containing such provisions as may be required by the Plan and otherwise approved by the Committee. Each Award Agreement shall constitute a binding contract between the Holding Company or an Affiliate and the Participant, and every Participant, upon acceptance of an Award Agreement, shall be bound by the terms and restrictions of the Plan and the Award Agreement. The terms of each Award Agreement shall be in accordance with the Plan, but each Award Agreement may include any additional provisions and restrictions determined by the Committee, in its discretion, provided that such additional provisions and restrictions are not inconsistent with the terms of the Plan. In particular and at a minimum, the Committee shall set forth in each Award Agreement: (i) the type of Award granted; (ii) the Exercise Price of any Option; (iii) the number of shares subject to the Award; (iv) the expiration date of the Award; (v) the manner, time, and rate (cumulative or otherwise) of exercise price or vesting of Options such Award; and SARs(vi) the restrictions, if any, placed upon such Award, or upon shares which may be issued upon exercise of such Award. The Chairman of the Committee and such other directors and officers as shall be designated by the Committee is hereby authorized to execute Award Agreements on behalf of the Company or an Affiliate and to cause them to be delivered to the recipients of Awards. (d) The Committee may delegate all authority for: (i) the determination of forms of payment to be made by or received by the Plan and (ii) the execution of any Award Agreement. The Committee may rely on the descriptions, representations, reports and estimates provided to it by the management of the Holding Company or an Affiliate for determinations to be made pursuant to the Plan, including the satisfaction of any conditions of a Performance Award. However, only the Committee or a portion of the Committee may certify the attainment of any conditions of a Performance Award intended to satisfy the requirements of Section 162(m) of the Code.

Administration. The Plan is administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”)3.1. To the extent permitted under Applicable Law and the Memorandum of Association, Articles of Association and any other governing document of the Company, the Plan shall be administered by the Committee. In the event that the Board determines it is appropriate does not create a committee to administer the Plan, the Plan shall be administered by the Board in its entirety. In the event that an action necessary for the compensation realized from Awards administration of the Plan is required under law to be considered “performance based” compensation under Section 162(m) of taken by the Internal Revenue Code of 1986Board, as amended (the “Code”), the Committee will then such action shall be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time so taken by the Board. In its capacity any such event, all references herein to the Committee shall be construed as plan administratorreferences to the Board. 3.2. The Committee shall consist of two or more directors of the Company, as determined by the Board. The Board shall appoint the members of the Committee, may from time to time remove members from, or add members to, the Compensation Committee, and shall fill vacancies in the Committee determines however caused, provided that the type composition of each Award grantedthe Committee shall at all times be in compliance with any mandatory requirements of Applicable Law. The Committee may select one of its members as its Chairman and shall hold its meetings at such times and places as it shall determine. The Committee may appoint a Secretary, who shall keep records of its meetings, and shall make such rules and regulations for the conduct of its business as it shall deem advisable and subject to requirements of Applicable Law. 3.3. Subject to the terms and conditions of each Award andthe Plan, subject any mandatory provisions of Applicable Law and any provisions of any Company policy required under mandatory provisions of Applicable Law, and in addition to limitations the Committee's powers contained elsewhere in the Plan, the individuals Committee shall have full authority in its discretion, from time to whom Awards will be granted. The Compensation Committee also has full power time and authority at any time, to determine any of the following, or to recommend to the Board any of the following if it is not authorized to take such action according to Applicable Law: (i) promulgateeligible Grantees, (ii) grants of Awards and setting the terms and provisions of Option Agreements (which need not be identical) and any other agreements or instruments under which Awards are made, amend including, but not limited to, the number of Shares underlying each Award, (iii) the time or times at which Awards shall be granted, (iv) the vesting schedule, the acceleration thereof and rescind conditions on which Awards may be exercised, (v) the Exercise Price, (vi) the interpretation of the Plan, (vii) the rules and regulations relating to administration of and for carrying out the Plan, and any amendment or rescission thereof, as it may deem appropriate, (iiviii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on Shares, (ix) the tax track (capital gains, ordinary income track or any other track available under the Section 102 of the Ordinance) for the purpose of 102 Awards, and (x) any other matter which is necessary or desirable for, or incidental to, the administration of the Plan and any Award is settled, if to thereunder. 3.4. Grants of Awards shall be settled in cash; • ISOs granted made pursuant to written notice to Grantees setting forth the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any terms of the following to reflect any change in capitalization Award. Such notice shall designate the type of First FinancialAward as one of the following: (i) a 102 Award granted to a Trustee (either as a 102 Award (capital gain track) with Trustee or a 102 Award (ordinary income track) with Trustee), (ii) a 102 Award without a Trustee, (iii) a 3(9) Award, (iv) an Incentive Stock Option, (v) a Nonqualified Stock Option, or (vi) any other type of Award. 3.5. Subject to the numbermandatory provisions of Applicable Law, kind the grant of any Award, whether by the Committee or the Board, shall be deemed to include an authorization of the issuance of Shares upon the due exercise thereof. 3.6. The authority granted hereunder includes the authority to modify Awards to eligible individuals who are foreign nationals or are individuals who are employed outside Israel to recognize differences in local law, tax policy or custom, in order to effectuate the purposes of the Plan but without amending the Plan. The Committee shall have the authority to grant, in its discretion, to the holder of an outstanding Award, in exchange for the surrender and class cancellation of shares such Award, a new Award having an Exercise Price lower than that provided in the Award so surrendered and canceled and containing such other terms and conditions as the Committee may prescribe in accordance with the provisions of First Financial the Plan or to set a new Exercise Price for issuance the same Award lower than that previously provided in the Award. 3.7. All decisions, determination and interpretations of the Committee shall be final and binding on all Grantees of any Awards under the Plan, (ii) unless otherwise determined by the grant limitations imposed on Awards, as described above, (iii) Board. No member of the number, kind and class of shares of First Financial subject Committee shall be liable for any action taken or determination made in good faith with respect to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsPlan or any Award granted hereunder.

Administration. The Plan is administered by Subject to the Compensation Committee, which is comprised solely of “independent directors” within the meaning express provisions of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (Plan and the Treasury Regulations promulgated thereunder), and, except to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Actprohibited by applicable law, the Committee will be composed of two Administrator has the authority to interpret the Plan; determine eligibility for and grant Awards; determine, modify or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, waive the terms and conditions of each Award andany Award; prescribe forms, subject rules and procedures (which it may modify or waive); and otherwise do all things necessary to limitations in implement the Plan. Once a written agreement evidencing a Stock-based Award hereunder has been provided to a Participant, the individuals Administrator may not, without the Participant's consent, alter the terms of the Award so as to whom Awards will be affect adversely the Participant's rights under the Award, unless the Administrator expressly reserved the right to do so in writing at the time of such delivery. Notwithstanding any other provision of the Plan or any Award agreement, except as provided in Section 5 herein the Administrator may not amend, alter, suspend, discontinue or terminate the Plan or any Stock-based Award previously granted. The Compensation Committee also has full power and authority to , in whole or in part, without the approval of the stockholders of the Company, that would (i) promulgate, amend and rescind rules and regulations relating to administration of increase the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate total number of Common Shares shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awardsreplace, as described aboveregrant, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) or exchange for cash or other Awards or other Stock-based Awards requiring exercise with an exercise price that is less than the exercise price of Options the original Stock-based Award requiring exercise, or (iii) lower the exercise price of a previously granted Stock-based Award requiring exercise. In the case of any Award intended to be eligible for the performance-based compensation exception under Section 162(m), the Administrator shall exercise its discretion consistent with qualifying the Award for such exception. Notwithstanding any provision herein to the contrary, the Administrator may modify the terms of the Plan or may create one or more subplans, in each case on such terms as it deems necessary or appropriate, to provide for awards to non-U.S. participants; provided, that no such action by the Administrator shall increase the total number of shares issuable hereunder. The Administrator may further, in its discretion, delegate to one or more executive officers of the Company all or part of the Administrator's authority and SARsduties with respect to granting Stock-based Awards to employees not subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, provided that any Stock-based Award granted pursuant to such a delegation shall in the case of all Stock-based Awards, be subject to the standard terms and conditions for Stock-based Awards approved by the Committee and conform to the provisions of the Plan and such other guidelines as shall be established by the Committee from time to time. The Administrator may revoke or amend the terms of such a delegation at any time, but such revocation shall not invalidate prior actions of the delegate that were consistent with the terms of the Plan and applicable guidelines.

Administration. 3.1 The Plan is shall be administered by the Compensation Committee of the Company's Board of Directors (the "Board") or such other committee of directors as the Board shall designate (the "Committee"), which is comprised solely shall consist of “independent not less than two directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not shall serve fixed terms but may be appointed or removed at any time by the pleasure of the Board. 3.2 The Committee shall have the following authority with respect to awards under the Plan: to grant awards; to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall deem advisable; to interpret the terms and provisions of the Plan and any award granted under the Plan; and to otherwise supervise the administration of the Plan. In particular, and without limiting its capacity as plan administratorauthority and powers, the Compensation Committee determines shall have the type authority: (1) to determine whether and to what extent any award or combination of awards will be granted hereunder; (2) to select the employees, directors or consultants to whom awards will be granted; (3) to determine the number of shares of the common stock of the Company (the "Stock") to be covered by each Award granted, award granted hereunder subject to the limitations contained herein; (4) to determine the terms and conditions of each Award andany award granted hereunder, subject including, but not limited to, any vesting or other restrictions based on such performance objectives (the "Performance Objectives") and such other factors as the Committee may establish, and to limitations in determine whether the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power Performance Objectives and authority to (i) promulgate, amend other terms and rescind rules and regulations relating to administration conditions of the Planaward are satisfied; (5) to determine the treatment of awards upon an award holder's retirement, disability, death, termination for cause or other termination of employment or service; (ii6) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations to determine that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject amounts equal to the adjustments discussed below, the aggregate number amount of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal any dividends declared with respect to the number of Common Shares subject shares covered by an award (i) will be paid to the employee currently or (ii) will be deferred and deemed to be reinvested or (iii) will otherwise be credited to the employee, or that the employee has no rights with respect to such Award. In dividends; (7) to amend the case terms of any SAR which is settled award, prospectively or retroactively; provided, however, that no amendment shall impair the rights of the award holder without his or her written consent; and (8) to substitute new Stock Options for previously granted Stock Options, or for options granted under other plans or agreements, in Common Shares, we will count each case including previously granted options having higher option prices. 3.3 The Committee shall have the gross number right to designate awards as "Performance Awards." The grant or vesting of Common Shares a Performance Award shall be subject to the SAR against achievement of Performance Objectives established by the number of Common Shares available for future Awards, regardless Committee based on one or more of the number of Common Shares used following criteria, in each case applied to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition Company on a consolidated basis and/or to a grant business unit and which the Committee may use as an absolute measure, as a measure of an Award improvement relative to prior performance, or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect as a measure of comparable performance relative to a taxable event arising under such Award will not again be available for issuance under peer group of companies: sales, operating profits, operating profits before interest expense and taxes, net earnings, earnings per share, return on equity, return on assets, return on invested capital, total shareholder return, cash flow, debt to equity ratio, market share, stock price, economic value added, and market value added. 3.4 All determinations made by the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value provisions of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than shall be final and binding on all persons, including the full amount of Common Shares subject to the Company and Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsparticipants.

Administration. (a) The Plan is shall be administered by the Compensation CommitteeBoard and, which is comprised solely for greater certainty, the board of “independent directors” within the meaning directors of the Nasdaq Stock Market Marketplace Rules (Corporation shall have the “Nasdaq Rules”). To right to delegate the extent that the Board determines it is appropriate for the compensation realized from Awards administration and operation of this Plan, in whole or in part, to be considered “performance based” compensation under Section 162(m) a committee of the Internal Revenue Code board of 1986, as amended (directors that has been assigned the “Code”), responsibility of determining the Committee will be composed of two or more members who are “outside directors” within Corporation’s policies with respect to executive compensation. The Board shall have the meaning of Section 162(m) of authority in its sole and 4825-1831-5011\3 absolute discretion to administer the Code (Plan and to exercise all the Treasury Regulations promulgated thereunder), and, powers and authorities either specifically granted to the extent the Board determines it is appropriate for awards under the Plan to qualify for or necessary or advisable in the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under administration of the Exchange ActPlan including, without limitation, the Committee will be composed of two authority to: (i) grant Restricted Share Awards to Eligible Persons and Performance Share Awards to Employees; (ii) determine the Grant Date for Share Awards; (iii) determine the Eligible Persons who may participate in this Plan and designate any officer or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at Corporation as being an Employee under this Plan; (iv) determine Performance Criteria applicable to any time by Performance Share Award; (v) approve the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, form and determine the terms and conditions provisions of each Share Award and, subject to limitations Agreements (which need not be identical) entered into in connection with Share Awards; (vi) interpret the Plan, Plan and the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to Share Award Agreements; (ivii) promulgateprescribe, amend and rescind rules and regulations relating to the Plan; (viii) determine whether and the extent to which adjustments shall be made pursuant to the Plan; and (ix) make all other determinations deemed necessary or advisable for the administration of the Plan. (b) For greater certainty and without limiting the discretion conferred on the Board pursuant to this Section 3, the Board’s decision to approve the grant of a Share Award in any period shall not require the Board to approve the grant of a Share Award to any Participant in any other period; nor shall the Board’s decision with respect to the amount or terms and conditions of a Share Award in any period require it to approve the grant of a Share Award of the same or similar amount or with the same or similar terms and conditions to any Participant in any other period. The Board shall not be precluded from approving the grant of a Share Award to any Participant solely because such Participant may previously have been granted a Share Award under this Plan or any other Security Based Compensation Arrangement. No Participant has any claim or right to be granted a Share Award. There is no obligation for uniformity of treatment of Non-Employee Directors, Employees or Consultants, or any group of Non-Employee Directors, Employees or Consultants. (iic) interpret Any interpretation, rule, regulation, determination or other act of the Plan Board hereunder shall be made in its sole discretion and shall be final and conclusively binding upon the Corporation and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of persons affected by the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless No member of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered Board shall be 4825-1831-5011\3 liable for any action or determination made in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted good faith pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value or any instrument of ISOs granted to grant evidencing any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance Award awarded under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs.

Administration. The 2.1 This Plan is shall be administered initially by the Compensation Committee, which is comprised solely Board of “independent directors” within the meaning Directors of the Nasdaq Stock Market Marketplace Rules Corporation (the “Nasdaq Rules”"Board"). To the extent , except that the Board determines it may, in its discretion, establish a committee composed of two (2) or more members of the Board or two (2) or more other persons to administer the Plan, which committee (the "Committee") may be an executive, compensation or other committee, including a separate committee especially created for this purpose. The Board or, if applicable, the Committee is appropriate for referred to herein as the compensation realized from Awards "Plan Administrator". 2.2 If and so long as the Common Shares is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Corporation wishes to be considered “performance based” compensation under grant Incentive Stock Options, then the Board shall consider in selecting the Plan Administrator and the membership of any Committee, with respect to any persons subject or likely to become subject to Section 16 of the Exchange Act, the provisions regarding (a) "outside directors" as contemplated by Section 162(m) of the Internal Revenue Code of 1986Code, and (b) "Non-Employee Directors" as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC contemplated by Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated 16b-3 under the Exchange Act, . 2.3 The Committee shall have the Committee will be composed powers and authority vested in the Board hereunder (including the power and authority to interpret any provision of two the Plan or more members who are “non-employee directors” within the meaning of Rule 16b-3any Option). The members of any such Committee shall serve at the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by pleasure of the Board. In its capacity A majority of the members of the Committee shall constitute a quorum, and all actions of the Committee shall be taken by a majority of the members present. Any action may be taken by a written instrument signed by all of the members of the Committee and any action so taken shall be fully effective as plan administratorif it had been taken at a meeting. 2.4 Subject to the provisions of this Plan and any Applicable Laws, and with a view to effecting the Compensation Committee determines the type purpose of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power Plan Administrator shall have sole authority, in its absolute discretion, to: construe and authority to (i) promulgateinterpret this Plan; define the terms used in the Plan; prescribe, amend and rescind the rules and regulations relating to administration of this Plan; correct any defect, supply any omission or reconcile any inconsistency in this Plan; grant Options under this Plan; determine the Plan, (ii) interpret the individuals to whom Options shall be granted under this Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary whether the Option is granted as an Incentive Stock Option or desirable for administration of a Non-Qualified Stock Option; determine the time or times at which Options shall be granted under this Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to ; determine the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shareseach Option, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Awardeach Option, are tendered in satisfaction the duration of any condition to a grant each Option and the times at which each Option shall become exercisable; determine all other terms and conditions of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available the Options; and make all other determinations and interpretations necessary and advisable for issuance under the administration of the Plan. However. 2.5 All decisions, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under determinations and interpretations made by the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares Administrator shall be binding and conclusive on all participants in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employeeand on their legal representatives, • Awards of Restricted Stock heirs and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsbeneficiaries.

Administration. The Plan is shall be administered by the Compensation Committee, which is will be comprised solely of “independent directorsNon-Employee Directors” within the meaning of Rule 16b-3 under the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) Securities Exchange Act of the Internal Revenue Code of 19861934, as amended (the “CodeExchange Act”), or by the Board if for any reason the Committee will be composed of two or more members who are “outside directors” within is not so comprised, in which case all references herein to the meaning of Section 162(m) Committee shall refer to the Board. The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Code (and the Treasury Regulations promulgated thereunder), andPlan, to administer the extent Plan and to exercise all the Board determines powers and authorities either specifically granted to it is appropriate for awards under the Plan to qualify for or necessary or advisable in the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed administration of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, including, without limitation, the individuals authority to whom Awards grant Options, SARs, and Restricted Stock; to determine which Options shall constitute Incentive Stock Options and which Options shall constitute Nonqualified Stock Options and whether such Options will be granted. The Compensation Committee also has full power accompanied by Stock Appreciation Rights; to determine the purchase price of the shares of Common Stock covered by each Option (the “Option Price”) and authority SARs and the kind of consideration payable (if any) with respect to awards; to determine the period during which Options may be exercised and during which Restricted Stock shall be subject to restrictions, and whether in whole or in installments; to determine the persons to whom, and the time or times at which awards shall be granted (i) promulgatesuch persons are referred to herein as “Grantees”); to determine the number of shares to be covered by each award; to determine the terms, amend conditions, and restrictions of any Performance Goals and the number of Options, SARs, or shares of Restricted Stock subject thereto; to interpret the Plan; to prescribe, amend, and rescind rules and regulations relating to administration the Plan; to determine the terms and provisions of the agreements (which need not be identical) entered into in connection with awards granted under the Plan (the “Agreements”); to cancel or suspend awards, as necessary; to the extent not in conflict with the next paragraph of this Section 3 of the Plan, to modify, amend, extend or renew outstanding awards (ii) interpret provided however, that, except as provided in Section 11 of the Plan, any modification that would materially adversely affect any outstanding award shall not be made without the consent of the Grantee); to correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any award in the manner and to the extent the Committee shall deem it desirable to carry it into effect; and to make all related award agreements and (iii) exercise discretion in making any other determinations that it deems deemed necessary or desirable advisable for the administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject Notwithstanding anything herein to the adjustments discussed belowcontrary, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the aggregate number terms of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units Appreciation Rights granted under the Plan may not cover more than be amended, after the full amount date of Common Shares subject grant, to reduce the Plan Option Price or ▇▇▇▇▇ ▇▇▇▇▇ of such Options or Stock Appreciation Rights, nor may outstanding Options or Stock Appreciation Rights be canceled in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: exchange for (i) the number, kind and class of shares of First Financial for issuance under the Plancash, (ii) Options or Stock Appreciation Rights with an Option Price or ▇▇▇▇▇ ▇▇▇▇▇ that is less than the grant limitations imposed on AwardsOption Price or ▇▇▇▇▇ ▇▇▇▇▇ of the original outstanding Options or Stock Appreciation Rights, as described above, or (iii) other awards, unless such action is approved by the number, kind and class Company's shareholders. The Committee may delegate to one or more of shares of First Financial subject its members or to Options, SARs, Restricted Stock grantsone or more agents such administrative duties as it may deem advisable, and Stock Unit grants; the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. All decisions, determinations, and (iv) interpretations of the exercise price Committee shall be final and binding on all persons, including the Company and Grantees of Options any awards under this Plan. The Board shall fill all vacancies, however caused, in the Committee. The Board may from time to time appoint additional members to the Committee, and SARsmay at any time remove one or more Committee members and substitute others. One member of the Committee shall be selected by the Board as chairman. The Committee shall hold its meetings at such times and places as it shall deem advisable. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Committee may appoint a secretary and make such rules and regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of its meetings. No members of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any award granted hereunder. To the fullest extent permitted by law, the Company shall indemnify each person made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that such person, or his or her testator or intestate, is or was a member of the Committee.

Administration. The Board shall appoint at least two of its members to a committee (the "Committee") that will administer this Plan is administered by on behalf of the Company. The Committee may be the Compensation Committee, which is comprised solely Committee of “independent directors” the Board if the Board so chooses. Each member of the Committee shall be both a "Non-employee Director" within the meaning of Rule 16b-3 ("Rule 16b-3") of the Nasdaq Stock Market Marketplace Rules Securities Exchange Act of 1934, as amended (the “Nasdaq Rules”"Exchange Act"). To the extent that the Board determines it is appropriate , and an "Outside Director" as defined for the compensation realized from Awards to be considered “performance based” compensation under purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “"Code”"). Each member of the Committee shall serve at the discretion of the Board, which may fill any vacancy, however caused, in the Committee. The Committee shall select one of its members as a chairman and shall hold meetings at the times and in the places as it may deem advisable. All actions the Committee takes shall be made by majority decision. Any action evidenced by a written instrument signed by all of the members of the Committee shall be as fully effective as if the Committee had taken the action by majority vote at a meeting duly called and held. Subject to the express provisions of this Plan, the Committee will shall have complete authority, in its discretion, to determine with respect to all options other than options granted to directors pursuant to Section 7 hereof (the "Formula Options"): a. the directors and key employees of the Company and any subsidiaries to whom, the times when, and the prices at which it shall grant options; b. the type of options to be composed of two or more members who are “outside directors” within the meaning of granted, i.e., either incentive stock options as defined in Section 162(m) 422 of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1"Incentive Stock Options") or Rule 16b-3(enon-qualified stock options ("Non-Qualified Stock Options") promulgated under the Exchange Act(collectively, the Committee will be composed "Options"); c. the total number of two or more members who are “non-employee directors” within Options to grant to an optionee; d. the meaning of Rule 16b-3. The members time and duration of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type period of exercise of each Award grantedOption; e. the number of shares of the common stock, no par value per share, of the Company (the "Common Stock") subject to each Option; and f. the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be grantedfor payment. The Compensation Committee shall also has full power have complete and conclusive authority to (i) promulgateinterpret this Plan, (ii) prescribe, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described aboveit, (iii) determine the numberterms and provisions of the stock option agreements the Company makes with optionees who are granted Options (the "Agreement"), kind and class the terms of shares of First Financial subject to Optionswhich need not be identical, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) make all other determinations necessary or advisable for the exercise price administration of Options this Plan. The Committee's determinations on these matters shall be conclusive. In addition to any other rights of indemnification that they may have as directors of the Company or as members of the Committee, the directors of the Company and SARsmembers of the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of action taken or failure to act under or in connection with this Plan or any Option or Formula Option granted hereunder, and against all amounts paid by them in settlement thereof or paid by them in satisfaction of a judgment in any action, suit or proceeding, except in relation to matters as to which it shall be adjudged in the action, suit or proceeding that such director is liable for gross negligence or misconduct in the performance of his duties; provided that within 60 days after institution of any action, suit or proceeding, a director shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same.

Administration. The Plan is shall be administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules Committee (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m"Committee") of the Internal Revenue Code Board of 1986, as amended Directors of the Company (the “Code”"Board") appointed by the Board which shall consist of not less than three members, two of whom shall be appointed by Capital Z Financial Services Fund II, L.P. ("Capital Z") during any period that Capital Z and/or its designated purchasers under the Preferred Stock Purchase Agreement by and among the Company and Capital Z, dated as of the 23rd day of December, 1998 (the "Purchase Agreement") own at least 25% of the outstanding voting securities of the Company (the "Minimum Stock Ownership Threshold"), . Each of the members of the Compensation Committee will should be composed of two or more members who are “an "outside directors” director" within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, Code. Subject to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed provisions of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals Committee shall have sole authority, in its absolute discretion: 127 (a) to whom Awards will determine which of the eligible employees of the Company shall be granted. The Compensation Committee also has full power granted options; (b) to authorize the granting of both incentive stock options and authority nonqualified options; (c) to determine the times when options shall be granted and the number of shares to be optioned; (id) promulgateto determine the option price of the shares subject to each option, which price shall be not less than the minimum specified in ARTICLE V; (e) to determine the time or times when each option becomes exercisable, the duration of the exercise period and any other restrictions on the exercise of options issued hereunder; (f) to prescribe the form or forms of the option agreements under the Plan (which forms shall be consistent with the terms of the Plan but need not be identical); (g) to adopt, amend and rescind such rules and regulations relating to as, in its opinion, may be advisable in the administration of the Plan; and (h) to construe and interpret the Plan, (ii) interpret the rules and regulations and the option agreements under the Plan and to make all related award agreements and (iii) exercise discretion in making any other determinations that it deems deemed necessary or desirable advisable for the administration of the Plan. Any action taken by the Compensation Committee will be finalAll decisions, binding determinations and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless interpretations of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind be final and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed binding on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsall optionees.

Administration. (a) The Board shall administer the Plan is administered by unless and until the Compensation Board delegates administration to a Committee, which is comprised solely of “independent directors” as provided in subsection 3(c). (b) The Board shall have the power, subject to, and within the meaning limitations of, the express provisions of the Nasdaq Plan: (i) To determine from time to time which of the persons eligible under the Plan shall be granted Options; when and how the Option shall be granted; whether the Option will be an Incentive Stock Market Marketplace Rules Option or a Nonstatutory Stock Option; the provisions of each Option granted (which need not be identical), including the “Nasdaq Rules”)time or times such Option may be exercised in whole or in part; and the number of shares for which an Option shall be granted to each such person. (ii) To construe and interpret the Plan and Options granted under it, and to establish, amend and revoke rules and regulations for its administration. To The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Option Agreement, in a manner and to the extent that it shall deem necessary or expedient to make the Plan fully effective. (iii) To amend the Plan as provided in Section 11. (iv) Generally, to exercise such powers and to perform such acts as the Board determines it is appropriate for deems necessary or expedient to promote the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) best interests of the Internal Revenue Code Company. (c) The Board may delegate administration of 1986the Plan to a Committee or Committees of one or more members of the Board. In the discretion of the Board, as amended (the “Code”), the a Committee will be composed may consist solely of two or more members who are “outside directors” within the meaning of Outside Directors, in accordance with Code Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed solely of two or more members who are “nonNon-employee directors” within the meaning of Employee Directors, in accordance with Rule 16b-3. The members 16b-3 of the Compensation Exchange Act. If administration is delegated to a Committee, the Committee do shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board (and references in this Plan to the Board shall thereafter be to the Committee), subject, however, to such resolutions, not serve fixed terms but inconsistent with the provisions of the Plan, as may be appointed or removed at any adopted from time to time by the Board. In its capacity as plan administrator, The Board may abolish the Compensation Committee determines the type of each Award granted, the terms at any time and conditions of each Award and, subject to limitations revest in the Plan, Board the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by Within the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed belowscope of this authority, the aggregate number Board or the Committee may delegate to a committee of Common Shares available for one or more members of the Board the authority to grant Options to eligible persons who (1) are not then subject to Section 16 of Awards under the Plan will equal Exchange Act and/or (2) are either (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that not then Covered Employees and are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required not expected to be withheld with respect to a taxable event arising under Covered Employees at the time of recognition of income resulting from such Award will not again be available for issuance under the Plan. HoweverOption, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs.or

Administration. The (a) Subject to the provisions of any applicable law, the 2010 Plan is shall be administered by the Compensation CommitteeBoard, which is comprised solely of “independent directors” within the meaning may delegate its duties and powers in whole or in part to any committee of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”)Board. To the extent that Any reference herein to the Board determines it is appropriate for shall also mean any such committee and, unless the compensation realized powers of such committee have been specifically limited by the Board, in the 2010 Plan or by any applicable law, such committee shall have all powers of the Board granted herein. (b) Without derogating from the generality of the foregoing, the Board shall have the authority to designate grants made pursuant to Section 102 as either grants made through a trustee or not through a trustee and to determine (and from time to time, change, subject to Section 102) the tax route applicable to Awards granted through a trustee pursuant to Section 102 (e.g., the capital gains route or the employment income route) and to make any other elections with respect to the 2010 Plan pursuant to applicable law. (c) The Board shall have plenary authority to determine the terms and conditions of all Awards (which need not be identical) consistent with the terms of the 2010 Plan (including, without limitation: (i) the purchase price, if any, of Awards; (ii) the individuals to whom, and the time or times at which, Awards shall be granted; (iii) the types of Awards to be considered “performance based” compensation granted; (iv) the number of Ordinary Shares to be subject to each Award; (v) whether, to what extent and under what circumstances Awards may be settled in cash, Ordinary Shares, other securities, other Awards or other property, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, canceled, forfeited or suspended; (vi) whether to accelerate the vesting of, payment for or lapse of restrictions on, Awards; (vii) whether grants shall be made through a trustee or not through a trustee; (viii) whether an Award shall be granted pursuant to Section 162(m102 or otherwise; (ix) whether, to what extent and under what circumstances Restricted Shares should be subject to transfer restrictions, forfeiture provisions and/or other terms and conditions; and (x) when any Restricted Shares or Restricted Share Units shall vest and any transfer restrictions, forfeiture provisions and/or other terms and conditions with respect thereto should lapse and/or expire) and, except as otherwise prohibited by the 2010 Plan, to waive any such terms and conditions at any time. (d) Subject to Section 15, the Board shall have plenary authority to construe and interpret the 2010 Plan, to prescribe, amend and rescind the rules and regulations relating thereto and to make all other determinations the Board deems necessary or advisable for the administration of the Internal Revenue Code of 1986, as amended (2010 Plan. The Board may correct any defect or supply any omission or reconcile any inconsistency in the “Code”), 2010 Plan in the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (manner and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) deems necessary or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3advisable. The members All determinations of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by Board pursuant to the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration provisions of the Plan, (ii) interpret the 2010 Plan and all related award agreements orders and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration resolutions of the Plan. Any action taken by the Compensation Committee will Board shall be final, conclusive and binding on all persons, including the Company, its shareholders, Participants and conclusive. Subject their estates and beneficiaries. (e) No director or officer of the Company shall be personally liable or obligated to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares any Participant or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case other person as a result of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award decision or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld omission made and/or action taken with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the 2010 Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsits execution.

Administration. The Plan is administered Committee shall administer this Agreement. (a) Subject to the provisions of this Agreement and applicable law, the Committee shall have the power, in addition to other express powers and authorizations conferred on the Committee by this Agreement, to: (i) designate individuals eligible to receive a Transaction Bonus; (ii) determine the Compensation Committee, which is comprised solely type of “independent directors” within Transaction Bonus to be granted to you; (iii) determine the meaning amount of the Nasdaq Stock Market Marketplace Rules Transaction Bonus; (iv) determine the “Nasdaq Rules”). To terms and conditions of any Transaction Bonus; (v) determine whether, to what extent, and under what circumstances the extent that Transaction Bonuses may be canceled, forfeited, or suspended and the Board determines it method or methods by which the Transaction Bonus may be paid, canceled, forfeited, or suspended; (vi) determine whether, once the Company is appropriate for fully compliant with the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) reporting requirements of the Internal Revenue Code Securities Exchange Act of 19861934, as amended (the “Code1934 Act”), and has filed and had declared effective a Registration Statement on Form 10 under the 1934 Act, to replace the entire Transaction Bonus with an equity-based award having substantially equivalent value to you (and concurrently to unilaterally terminate this Agreement), all as determined by the Committee will in its sole, good faith discretion; (vii) determine whether, to what extent, and under what circumstances the Transaction Bonus, and other amounts payable with respect to the Transaction Bonus shall be composed of two deferred either automatically or more members who are “outside directors” within at the meaning of Section 162(m) election of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) holder thereof or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed Committee; (viii) interpret, administer reconcile any inconsistency, correct any default and/or supply any omission in this Agreement and any instrument or removed at any time by agreement relating to, or the Board. In its capacity as plan administratorTransaction Bonus granted under this Agreement; (ix) establish, the Compensation Committee determines the type of each Award grantedamend, the terms and conditions of each Award andsuspend, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind or waive such rules and regulations relating to and appoint such agents as it shall deem appropriate for the proper administration of the Plan, (ii) interpret the Plan and all related award agreements this Agreement; and (iiix) exercise discretion in making make any other determinations determination and take any other action that it the Committee deems necessary or desirable for the administration of this Agreement. (b) Unless otherwise expressly provided in this Agreement, all designations, determinations, interpretations, and other decisions under or with respect to this Agreement or any Transaction Bonus or any documents evidencing any and all Transaction Bonuses shall be within the Plan. Any action taken by sole discretion of the Compensation Committee will Committee, may be made at any time granted pursuant to this Agreement and shall be final, conclusive, and binding and conclusive. Subject to the adjustments discussed belowupon all parties, including, without limitation, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal Company, an affiliate, you, your beneficiary, and any shareholder. (ic) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless No member of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered Committee shall be liable for any action or determination made in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld good faith with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, this Agreement or any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsTransaction Bonus hereunder.

Administration. (a) The Plan is shall be administered by the Compensation Committee, which is shall be comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of at least two or more members who are “outside directors” within the meaning of Section 162(m) both Disinterested Persons and Outside Directors. No voting member of the Code (Committee shall be eligible to receive Options under the Plan. The Committee shall select one of its members chairman and the Treasury Regulations promulgated thereunder), shall hold meetings at such times and places as it may determine. The Committee may appoint a secretary and, subject to the extent the Board determines it is appropriate for awards under provisions of the Plan and to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time policies determined by the Board, may make such rules and regulations for the conduct of its business as it shall deem advisable. In A majority of the Committee shall constitute a quorum. All actions of the Committee shall be taken by a majority of its capacity members. Any action may be taken by a written instrument signed by a majority of the members, and action so taken shall be fully as plan administrator, effective as if it had been taken by a vote of the Compensation Committee determines majority of the type of each Award granted, members at a meeting duly called and held. (b) Subject to the express terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has shall have full power and authority to (i) promulgateconstrue or interpret the Plan, amend to prescribe, amend, and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan it and to make all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable advisable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. its administration. (c) Subject to the adjustments discussed belowprovisions of Sections 5 and 6 hereof, the aggregate number Committee may, from time to time, determine which Employees of Common Shares available for the grant of Awards Company or Subsidiary corporations shall be granted Options under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807Plan, the number of Common Shares available for issuance under subject to each Option, and the 2012 Stock Plan. Common Shares issued under time or times at which Options shall be granted. (d) The Committee shall report to the Plan may consist Board the names of authorizedEmployees granted Options, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce and the number of Option Shares subject to, and the terms and conditions of, each Option; provided, however that no Option may be granted to an otherwise eligible Employee if, after giving effect to the proposed grant, such Employee would then hold Options covering more than 500,000 Shares of Common Shares available for issuance Stock under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless Plan. (e) No member of the number Board or of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered Committee shall be liable for any action or determination made in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld good faith with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsOption.

Administration. The Board of Directors shall appoint at least two of its members to a committee (the "Committee") who will administer the Plan is administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning on behalf of the Nasdaq Stock Market Marketplace Rules Company. Except as may otherwise be provided in Rule 16b-3 of the Securities Exchange Act of 1934, no person shall be appointed as a member of the Committee who is, or within one year prior to his becoming a member of the Committee was, granted or awarded equity securities pursuant to the Plan or any other plan of the Company or an affiliate, except that participation in a formula plan or participation which does not disqualify a director from being disinterested as provided in Rule 16b-3 of the Securities Exchange Act of 1934 shall not disqualify a person from becoming a member of the Committee. Notwithstanding the foregoing, it is intended that (i) insofar as the grants of options to directors as contemplated by Section 7 hereof (the “Nasdaq Rules”"Formula Options"). To , such grants are being made pursuant to the extent that formula stated therein and the participation of directors pursuant thereto shall constitute "participation in a formula plan which does not disqualify a director from being disinterested" as stated above and (ii) prior to the initial public offering of common stock of the Company, the Board determines of Directors shall serve as the Committee. Subject to the express provisions of the Plan, the Committee shall have complete authority, in its discretion, to determine with respect to all options other than Formula Options: (a) the directors and key employees of the Company and any subsidiaries to whom, the times when, and the prices at which it is appropriate for shall grant options; (b) the compensation realized from Awards type of options to be considered “performance based” compensation under granted, i.e., either incentive stock options as defined in Section 162(m) 422 of the Internal Revenue Code of 1986, as amended (the “"Code”)") (the "Incentive Stock Options") or non-qualified stock options (the "Non-Qualified Stock Options") (collectively, the Committee will be composed "Options"); (c) the total number of two or more members who are “outside directors” within Options to grant to an optionee; (d) the meaning of Section 162(m) time and duration of the Code period of exercise of each Option; (and e) the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed number of two or more members who are “non-employee directors” within the meaning shares of Rule 16b-3. The members common stock of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of Company subject to each Award granted, Option; and (f) the terms and conditions for payment. Subject to the provisions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has shall have full power and conclusive authority to (i) promulgateto interpret the Plan; (ii) to prescribe, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and ; (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration to determine the terms and provisions of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed belowrespective stock option agreements in favor of optionees, the aggregate number terms of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to need not be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grantsidentical; and (iv) to make all other determinations necessary or advisable for the exercise price proper administration of Options the Plan; provided, however, that, the Committee may delegate to one or more officers of the Company the authority to grant options to any prospective optionee who is not and SARswill not at the time of the option grant be a "reporting person" for purposes of Section 16 of the Securities Exchange Act of 1934; provided that the terms of any such option grant shall be consistent with the provisions of the Plan and with any rules promulgated by the Committee with respect to any such delegation of authority. The Committee's determinations on these matters shall be conclusive. In addition to any other rights of indemnification that they may have as directors of the Company or as members of the Committee, the directors of the Company and members of the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of action taken or failure to act under or in connection with the Plan or any Option granted thereunder, and against all amounts paid by them in settlement thereof (provided the settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any action, suit or proceeding, except in relation to matters as to which it shall be adjudged in the action, suit or proceeding that the Committee member is liable for gross negligence or misconduct in the performance of his duties; provided that within 60 days after institution of any action, suit or proceeding, a Committee member shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same.

Administration. (a) The Plan is administered by Committee shall administer the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”)Plan. To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the The Committee will be composed shall consist of two or more members disinterested directors of the Holding Company, who shall be appointed by the Board of Directors. A member of the Board of Directors shall be deemed to be "disinterested" only if he satisfies (i) such requirements as the Securities and Exchange Commission may establish for non-employee directors administering plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act and (ii) such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under Section 162(m)(4)(C) of the Code. The Board of Directors may also appoint one or more separate committees of the Board of Directors, each composed of one or more directors of the Holding Company or an Affiliate who need not be disinterested and who may grant Awards and administer the Plan with respect to Employees and Outside Directors who are “outside directors” within not considered officers or directors of the meaning Holding Company under Section 16 of the Exchange Act or for whom Awards are not intended to satisfy the provisions of Section 162(m) of the Code Code. (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1b) or Rule 16b-3(e) promulgated under the Exchange Act, the The Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to shall (i) promulgate, amend select the Employees and rescind rules and regulations relating Outside Directors who are to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of receive Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) determine the grant limitations imposed on type, number, vesting requirements and other features and conditions of such Awards, (iii) interpret the Plan and (iv) make all other decisions relating to the operation of the Plan. The Committee may adopt such rules or guidelines as described aboveit deems appropriate to implement the Plan. The Committee's determinations under the Plan shall be final and binding on all persons. (c) Each Award shall be evidenced by a written agreement ("Award Agreement") containing such provisions as may be approved by the Committee. Each Award Agreement shall constitute a binding contract between the Holding Company or an Affiliate and the Participant, and every Participant, upon acceptance of the Award Agreement, shall be bound by the terms and restrictions of the Plan and the Award Agreement. The terms of each Award Agreement shall be in accordance with the Plan, but each Award Agreement may include such additional provisions and restrictions determined by the Committee, in its discretion, provided that such additional provisions and restrictions are not inconsistent with the terms of the Plan. In particular and at a minimum, the Committee shall set forth in each Award Agreement (i) the type of Award granted (ii) the Exercise Price of any Option, (iii) the number, kind and class number of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grantsthe Award; and (iv) the expiration date of the Award, (v) the manner, time, and rate (cumulative or otherwise) of exercise price or vesting of Options such Award, and SARs(vi) the restrictions, if any, placed upon such Award, or upon shares which may be issued upon exercise of such Award. The Chairman of the Committee and such other directors and officers as shall be designated by the Committee is hereby authorized to execute Award Agreements on behalf of the Company or an Affiliate and to cause them to be delivered to the recipients of Awards. (d) The Committee may delegate all authority for: (i) the determination of forms of payment to be made by or received by the Plan and (ii) the execution of any Award Agreement. The Committee may rely on the descriptions, representations, reports and estimates provided to it by the management of the Holding Company or an Affiliate for determinations to be made pursuant to the Plan, including the satisfaction of any conditions of a

Administration. The Plan is shall be administered by the Compensation Committee, which is comprised solely shall be appointed by the Board and consist of “independent directors” within the meaning no fewer than three disinterested members of the Nasdaq Stock Market Marketplace Rules Board who (i) for at least one year prior to serving on the “Nasdaq Rules”). To Committee have not received, and who shall not during their tenure on the extent that Committee receive, any grant of stock options or rights pursuant to the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) Plan or any other plan of the Internal Revenue Code Company, except as may be permitted for disinterested administrator status under Exchange Act Rule 16b-3, and (ii) is not a current employee of 1986the Company, as amended is not a former employee who receives compensation for prior services (the “Code”other than under a tax-qualified retirement plan), has not been an officer of the Committee will be composed of two or more members who are “outside directors” within Company, and does not receive remuneration from the meaning Company in any capacity other than as a director in accordance with the requirements of Section 162(m) of the Code (Code. The Board shall have the power to fill vacancies on the Committee or to replace members of the Committee with other members of the Board at any time. In addition to any other powers granted to the Committee, it shall have the following powers subject to the express provisions of the Plan: a) subject to the provisions of Sections 4, 6, and 11, to determine in its sole discretion the Employees to whom Options or Restricted Stock shall be granted or awarded under the Plan, the number of shares which shall be subject to each Option or Restricted Stock grant, the terms upon which, the times at which, and the Treasury Regulations promulgated thereunder)periods within which such Options may be acquired and exercised, and the terms and conditions of Restricted Stock awards; b) to grant Options to, and to award Restricted Stock to, Employees selected by the Committee in its sole discretion; c) to determine all other terms and provisions of each Agreement, which need not be identical; d) without limiting the foregoing, to provide in its sole discretion in an Agreement: i) for an agreement by the Optionee to render services to the Company or a Subsidiary upon such terms and conditions as are specified in the Agreement, provided that the Committee shall not have the power to commit the Company or any Subsidiary to employ or otherwise retain any Optionee; ii) for restrictions on the transfer, sale, or other disposition of Common Stock issued to the Optionee upon the exercise of an Option or for other restrictions permitted by Section 11 with respect to Restricted Stock; iii) for an agreement by the Optionee to resell to the Company, under specified conditions, Common Stock issued upon the exercise of his Option or awarded as Restricted Stock; and iv) for the payment of the Option Price upon the exercise of an Option otherwise than in cash, including without limitation by delivery (including constructive delivery) of shares of Common Stock (other than Restricted Stock) valued at Fair Market Value on the Date of Exercise of the Option, or by a combination of cash and shares of Common Stock; v) for the automatic issuance of a Reload Option for the same number of shares delivered as payment (or partial payment) of the Option Price as provided in Section 3(d)(iv) above and, to the extent authorized by the Board determines it is appropriate for awards under the Plan to qualify Committee, for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under number of shares used to satisfy any tax withholding requirement incident to the Exchange Act, the Committee will be composed exercise of two or more members who are “non-employee directors” within the meaning of Rule 16b-3an Option as provided for in Section 12. The members number of shares covered by a Reload Option shall not exceed (1) the Compensation Committee do not serve fixed terms but may be appointed number of shares, if any, surrendered as payment or removed at any time by (2) the Board. In its capacity as plan administrator, the Compensation Committee determines the type number of each Award granted, the terms and conditions of each Award and, subject to limitations in shares remaining available for granting under the Plan, whichever shall be less. No Reload Options shall issue to an Optionee who exercises any Option pursuant to the individuals terms of this Plan following termination of his employment. e) to whom Awards will be granted. The Compensation construe and interpret the Agreements and the Plan; f) to require, whether or not provided for in the pertinent Agreement, of any person acquiring or exercising an Option or acquiring Restricted Stock, at the time of such exercise or acquisition, the making of any representations or agreements which the Committee also has full power may deem necessary or advisable in order to comply with the securities and authority to (i) promulgate, amend and rescind rules and regulations relating to administration tax laws of the Plan, (iiUnited States or of any state; and g) interpret the Plan and to make all related award agreements and (iii) exercise discretion in making any other determinations that it deems and take all other actions necessary or desirable advisable for the administration of the Plan. Any action determinations or actions made or taken by the Compensation Committee will pursuant to this Section shall be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsfinal.

Administration. The Plan is shall be administered by the Compensation Committee. The Committee, which is comprised solely of “independent directors” within from time to time, may adopt any rule or procedure it deems necessary or desirable for the meaning proper and efficient administration of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines Plan provided it is appropriate for consistent with the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) terms of the Internal Revenue Code Plan. The decision of 1986, as amended (a majority of the “Code”)Committee members shall constitute the decision of the Committee. Subject to the provisions of the Plan, the Committee is authorized to determine (i) the Employees to be awarded Performance Shares; (ii) the number of Performance Shares to be awarded; (iii) the time or times at which Performance Shares will be composed awarded; (iv) the Performance Period over which Performance Shares will vest; (v) the Performance Goals which must be satisfied for the Performance Shares to vest; (vi) whether, in the case of two a Covered Employee, limitations will be placed on the number and/or Fair Market Value of Performance Shares that can become vested in any year; (vii) whether a Participant may elect to defer the receipt of payments for Performance Shares or more members who are dividends on Performance Shares; (viii) whether a Participant may be required to defer the receipt of payments for Performance Shares or dividends on Performance Shares (ix) whether an Employee is a Top Hat Employee; and (x) determine other conditions and limitations, if any, applicable to each Performance Share. Each Performance Share awarded under the Plan shall be evidenced by an Award Agreement containing terms and conditions established by the Committee consistent with the provisions of the Plan, and shall indicate whether the Committee intends that any of the Performance Shares shall constitute “outside directorsperformance-based compensation” within the meaning of Section 162(m) of the Code (Code. The Committee's determinations and the Treasury Regulations promulgated thereunder), and, interpretations with respect to the extent the Board determines it Plan shall be final and binding on all parties. It is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, intended that the Committee will be composed comprised solely of two or more members directors who are both (a) “non-employee directors” within the meaning of under Rule 16b-3. The members 16(b)-3 and (b) “outside directors” as described in Section 162(m)(3)(C)(ii) of the Compensation Code. Failure of the Committee do to be so comprised shall not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations result in the Plancancellation, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration termination or forfeiture of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the PlanAward. Any action taken by notice or document required to be given to or filed with the Compensation Committee will be finalproperly given or filed if delivered or mailed by certified mail, binding and conclusive. Subject postage prepaid, to the adjustments discussed belowCommittee at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807▇▇▇▇▇ ▇▇▇, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized▇▇▇▇▇▇▇▇▇▇▇▇, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs▇▇▇▇▇▇▇ ▇▇▇▇▇.

Administration. (a) The Plan is shall be administered by the Compensation Committee, which is comprised solely of “independent directors” within Administrator and shall be administered in accordance with the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning requirements of Section 162(m) of the Code (but only to the extent necessary and desirable to maintain qualification of awards under the Treasury Regulations promulgated thereunder), Plan under Section 162(m) of the Code) and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC applicable, Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated 16b-3 under the Exchange ActAct (“Rule 16b-3”). (b) Pursuant to the terms of the Plan, the Committee will be composed Administrator, subject, in the case of two or more members who are “non-employee directors” within any Committee, to any restrictions on the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time authority delegated to it by the Board. In its capacity as plan administrator, shall have the Compensation Committee determines power and authority, without limitation: (1) to select those Eligible Recipients who shall be Participants; (2) to determine whether and to what extent Options, Share Appreciation Rights, awards of Restricted Shares, Deferred Shares, Performance Shares, Other Share-Based Awards or a combination of any of the type foregoing are to be granted hereunder to Participants; (3) to determine the number of Shares to be covered by each Award grantedgranted hereunder; (4) to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing Options, Share Appreciation Rights, awards of Restricted Shares, Deferred Shares, Performance Shares, Other Share-Based Awards or any combination of the foregoing granted hereunder (including, but not limited to, (i) the restrictions applicable to Awards and the conditions under which restrictions applicable to such Awards shall lapse, (ii) the Performance Goals and periods applicable to awards of Performance Shares, (iii) the Exercise Price, if any, of Awards, (iv) the vesting schedule applicable to Awards, (v) the number of Shares subject to Awards and (vi) any amendments to the terms and conditions of each outstanding Awards, including, but not limited to reducing the Exercise Price of such Awards, extending the exercise period of such Awards and accelerating the vesting schedule of such Awards); (5) to determine the Fair Market Value with respect to any Award; (6) to determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting a termination of the Participant’s employment for purposes Nonqualified Share Options granted under the Plan; (7) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; (8) to construe and interpret the terms and provisions of the Plan and any Award and, subject issued under the Plan (and any Award Agreement relating thereto) and to limitations otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under the Plan or necessary and advisable in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan; (9) to delegate its authority, in whole or in part, under this Section 3 to two or more individuals (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary who may or desirable for administration may not be members of the Plan. Any action taken by the Compensation Committee will be finalBoard), binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number requirements of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of applicable law or any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date stock exchange on which the Award is settledShares are traded; and (10) to determine at any time whether, if to what extent and under what circumstances and method or methods Awards may be settled in cash; • ISOs granted pursuant to by the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to Company, or any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregateParticipating Subsidiary or Affiliate. In the event of such determination, references to the Company shall be deemed to be references to the applicable Participating Subsidiary or Affiliate for purposes of the Plan as appropriate. (c) All decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all Persons, including the Company and the Participants. No member of the Board or the Committee, nor any Common Share dividendofficer or employee of the Company or any Subsidiary or Affiliate acting on behalf of the Board or the Committee, Common Share splitshall be personally liable for any action, omission, determination, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation interpretation taken or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments made in good faith with respect to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) and all members of the grant limitations imposed Board or the Committee and each and any officer or employee of the Company and of any Subsidiary or Affiliate acting on Awardstheir behalf shall, as described aboveto the maximum extent permitted by law, (iii) be fully indemnified and protected by the numberCompany in respect of any such action, kind and class of shares of First Financial subject to Optionsomission, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsdetermination or interpretation.

Administration. The Plan is administered by Subject to the Compensation Committee, which is comprised solely of “independent directors” within the meaning express provisions of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (Plan and the Treasury Regulations promulgated thereunder), and, except to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Actprohibited by applicable law, the Committee will be composed of two Administrator has the authority to interpret the Plan; determine eligibility for and grant Awards; determine, modify or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, waive the terms and conditions of each Award andany Award; prescribe forms, subject rules and procedures (which it may modify or waive); and otherwise do all things necessary to limitations in implement the Plan. Once a written agreement evidencing a Stock-based Award hereunder has been provided to a Participant, the individuals Administrator may not, without the Participant's consent, alter the terms of the Award so as to whom Awards will be affect adversely the Participant's rights under the Award, unless the Administrator expressly reserved the right to do so in writing at the time of such delivery. Notwithstanding any other provision of the Plan or any Award agreement, except as provided in Section 5 herein the Administrator may not amend, alter, suspend, discontinue or terminate the Plan or any Stock-based Award previously granted. The Compensation Committee also has full power and authority to , in whole or in part, without the approval of the stockholders of the Company, that would (i) promulgate, amend and rescind rules and regulations relating to administration of increase the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate total number of Common Shares shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awardsreplace, as described aboveregrant, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) or exchange for cash or other Awards or other Stock-based Awards requiring exercise with an exercise price that is less than the exercise price of Options the original Stock-based Award requiring exercise, or (iii) lower the exercise price of a previously granted Stock-based Award requiring exercise. In the case of any Award intended to be eligible for the performance-based compensation exception under Section 162(m), the Administrator shall exercise its discretion consistent with qualifying the Award for such exception. Notwithstanding any provision herein to the contrary, the Administrator may modify the terms of the Plan or may create one or more subplans, in each case on such terms as it deems necessary or appropriate, to provide for awards to non-U.S. participants; provided, that no such action by the Administrator shall increase the total number of shares issuable hereunder. The Administrator may further, in its discretion, delegate to one or more executive officers of the Company all or part of the Administrator’s authority and SARsduties with respect to granting Stock-based Awards to employees not subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, provided that any Stock-based Award granted pursuant to such a delegation shall in the case of all Stock-based Awards, be subject to the standard terms and conditions for Stock-based Awards approved by the Committee and conform to the provisions of the Plan and such other guidelines as shall be established by the Committee from time to time. The Administrator may revoke or amend the terms of such a delegation at any time, but such revocation shall not invalidate prior actions of the delegate that were consistent with the terms of the Plan and applicable guidelines.

Administration. 1.2.1 The Plan is administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning Committee of the Nasdaq Stock Market Marketplace Rules Board of Directors of Bakkt (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized Board,” and such committee as constituted from Awards time to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986time, as amended (and including any successor committee, the “CodeCommittee”)) will administer the Plan. In particular, the Committee will be composed of two or more members who are “outside directors” within have the meaning of Section 162(mauthority in its sole discretion to: (a) exercise all of the Code (and the Treasury Regulations promulgated thereunder), and, powers granted to the extent the Board determines it is appropriate for awards under the Plan; (b) construe, interpret and implement the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1and all Award Agreements; (c) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgateprescribe, amend and rescind rules and regulations relating to administration of the Plan, including rules governing the Committee’s own operations, rules applicable to Grantees who are foreign nationals (iior employed outside the United States, or both); (d) interpret make all determinations necessary or advisable in administering the Plan; (e) correct any defect, supply any omission and reconcile any inconsistency in the Plan; (f) amend the Plan to reflect changes in applicable law; (g) grant, or recommend to the Board for approval to grant, awards made pursuant to the Plan (“Awards”) and all related award agreements determine who will receive Awards, when such Awards will be granted and the terms of such Awards, including the effect of a termination of Employment or service on such Awards and the vesting and/or lapse of restrictions on Awards upon the attainment of Performance Goals and/or upon continued service; (iiih) exercise discretion amend any outstanding Award Agreement in making any respect including, without limitation, to (1) accelerate the time or times at which (A) the Award becomes vested, unrestricted or may be exercised or (B) shares of Common Stock (“Shares”) are delivered under the Award, and in each case, without limitation on the Committee’s rights, in connection with such acceleration, the Committee may provide that any Shares acquired pursuant to such Award will be restricted shares, which are subject to vesting, transfer, forfeiture or repayment provisions similar to those in the Grantee’s underlying Award, (2) waive or amend any goals, restrictions, vesting provisions or conditions set forth in such Award Agreement, or impose new goals, restrictions, vesting provisions and conditions, or (3) reflect a change in the Grantee’s circumstances (e.g., a change to part-time employment status or a change in position, duties or responsibilities); (i) determine at any time whether, to what extent and under what circumstances and method or methods (1) Awards may be (A) settled in cash, Shares, other determinations that it deems necessary securities, other Awards or desirable other property (in which event, the Committee may specify what other effects such settlement will have on the Grantee’s Award, including the effect on any repayment provisions under the Plan or Award Agreement); (B) exercised; or (C) canceled, forfeited or suspended; (2) Shares, other securities, other Awards or other property and other amounts payable for administration an Award may be deferred either automatically or at the election of the PlanGrantee thereof or of the Committee; (3) to the extent permitted under applicable law, loans (whether or not secured by Common Stock) may be extended by the Company for any Awards; (4) Awards may be settled by Bakkt, any of its Subsidiaries or affiliates or any of their designees; and (5) subject to Section 2.5.5, the exercise price for any stock option (other than an Incentive Stock Option, unless the Committee determines that such a stock option will no longer constitute an Incentive Stock Option) or stock appreciation right may be reset; and (j) cause Bakkt to enter into an agreement with any Subsidiary pursuant to which such Subsidiary will reimburse the Company for the cost of such equity incentives. 1.2.2 Actions of the Committee may be taken by the vote of a majority of its members present at a meeting (which may be held telephonically). Any action may be taken by a written instrument signed by each of the Compensation Committee members, and action so taken will be as fully effective as if it had been taken by a vote at a meeting. The determination of the Committee on all matters relating to the Plan or any Award Agreement will be final, binding and conclusive. Subject The Committee may allocate among its members and delegate to any person who is not a member of the Committee, or to any administrative group within the Company, any of its powers, responsibilities or duties. In delegating its authority, the Committee will consider the extent to which any delegation may cause Awards to fail to meet the requirements of Rule 16(b)-3(d)(1) or Rule 16(b)-3(e) under the Securities ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, as amended from time to time, or any successor thereto (such act and the applicable rules and regulations thereunder, the “Exchange Act”). Except as specifically provided to the adjustments discussed belowcontrary, references to the Committee include any administrative group, individual or individuals to whom the Committee has delegated its duties and powers. 1.2.3 Notwithstanding anything to the contrary in the Plan, the aggregate number Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board will have all of Common Shares available the authority and responsibility granted to the Committee. 1.2.4 No member of the Committee or any person to whom the Board or Committee delegates its powers, responsibilities or duties in writing, including by resolution (each such person, a “Covered Person”), will have any liability to any person (including any Grantee) for any action taken or omitted to be taken or any determination made for the grant Plan or any Award, except as expressly provided by statute. Each Covered Person will be indemnified and held harmless by the Company against and from: (a) any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of Awards any action taken or omitted to be taken under the Plan will equal or any Award Agreement, in each case, in good faith and (ib) 1,750,000 Common Shares plus (ii) 422,807any and all amounts paid by such Covered Person, with the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorizedCompany’s approval, but unissuedin settlement thereof, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan paid by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered Covered Person in satisfaction of any condition judgment in any such action, suit or proceeding against such Covered Person, provided that the Company will have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once the Company gives notice of its intent to assume the defense, the Company will have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification will not be available to a grant Covered Person to the extent that a court of an Award competent jurisdiction in a final judgment or are withheld other final adjudication, in either case, not subject to further appeal, determines that the acts or repurchased by First Financial omissions of such Covered Person giving rise to satisfy any taxes required to be withheld with respect to a taxable event arising under the indemnification claim resulted from such Award Covered Person’s bad faith, fraud or willful misconduct. The foregoing right of indemnification will not again be available for issuance exclusive of any other rights of indemnification to which Covered Persons may be entitled under the Plan. HoweverBakkt’s Certificate of Incorporation or Bylaws, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted pursuant to any employee in any calendar year may not cover more than 250,000 Common Sharesindividual indemnification agreements between such Covered Person and the Company, if to be settled in Common Sharesas a matter of law, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share splitotherwise, or a corporate transaction, any other power that the Company may have to indemnify such as a reorganization, separation, liquidation, merger, consolidation persons or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARshold them harmless.

Administration. The This Plan is shall be administered by the Board of Directors (the "Board") or by the Compensation Committee established by the Board. (The entity actually administering this Plan at any time, whether the Board or the Compensation Committee, which is comprised referred to herein as the "Committee.") If the Compensation Committee is authorized to administer this Plan at any time, it shall, if possible, be composed solely of “independent two or more Non-Employee Directors, as such term is defined in Rule 16b-3(b)(3) under the Securities Exchange Act of 1934 (the "Exchange Act") and of persons who are "outside directors” " within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”Code Section 162(m). To The Committee shall meet at such times and places as it determines and may meet through a telephone conference call. A majority of its members shall constitute a quorum, and the extent that decision of a majority of those present at any meeting at which a quorum is present shall constitute the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) decision of the Internal Revenue Code of 1986, as amended (Committee. A memorandum signed by all the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed shall constitute the decision of the Committee without necessity, in such event, for holding an actual meeting. The Committee is authorized and empowered to administer this Plan and, subject to this Plan (a) to select the Participants, to specify the number of shares of Common Stock with respect to which Options are granted to each Participant, to specify the terms but may of the Options and whether such Options shall be appointed Incentive Stock Options or removed at any time by Nonqualified Stock Options, and in general to grant Options; (b) to determine the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, dates upon which Options shall be granted and the terms and conditions of each Award and, subject to limitations thereof in the a manner consistent with this Plan, which terms and conditions need not be identical as to the individuals various Options granted; (c) to whom Awards will be granted. The Compensation Committee also has full power and authority interpret this Plan; (d) to (i) promulgateprescribe, amend and rescind rules and regulations relating to administration this Plan; (e) to authorize any person to execute on behalf of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making Company any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject instrument required to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon effectuate the grant of an AwardOption previously granted by the Committee; (f) to determine the rights and obligations of Participants under this Plan; (g) to specify the Option Price (as hereinafter defined); (h) to accelerate the time during which an Option may be exercised, we will reduce including, but not limited to, upon a change of control of the number Company, and to otherwise accelerate the time or extend the post-termination exercise period during which an Option may be exercised, in each case notwithstanding the provisions in the Option Agreement (as defined in Section 13) stating the time during which it may be exercised; and (i) to make all other determinations deemed necessary or advisable for the administration of Common Shares available for issuance under this Plan. The good faith interpretation and construction by the Plan by an amount equal to the number of Common Shares subject to such Award. In the case Committee of any SAR which is settled in Common Sharesprovision of this Plan or of any Option granted under it shall be final, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless conclusive and binding. No member of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered Committee shall be liable for any action or determination made in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld good faith with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, this Plan or any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units Option granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsit.

Administration. The Plan is shall be administered by a committee (the Compensation "Committee, which is comprised solely ") consisting of “independent directors” within the meaning three or more of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that Company's directors to be appointed by the Board determines it of Directors. No director shall become or remain a member of the Committee unless at the time of his exercise of any discretionary function as a Committee member such director is appropriate not eligible, and has not at any time within one year prior to the exercise of such discretion been eligible for selection as a person to whom stock may be allocated or to whom stock options or stock appreciation rights may be granted pursuant to the compensation realized from Awards Plan or any other plan of the Company or any of its affiliates entitling the participants therein to acquire stock, stock options or stock appreciation rights of the Company or any of its affiliates. The Committee shall have authority, consistent with the Plan: (a) to determine which key employees of and consultants to the Company, its subsidiaries and affiliated companies shall be granted options; (b) to determine the time or times when options shall be granted and the number of shares of Common Stock to be considered “performance based” compensation subject to each option; (c) to determine the option price of the stock subject to each option and the method of payment of such price; (d) to determine the time or times when each option becomes exercisable, limitations on exercise, and the duration of the exercise period; (e) to prescribe the form or forms of the instruments evidencing any options granted under Section 162(mthe Plan and of any other instruments required under the Plan, and to change such forms from time to time; (f) to designate options granted to key employees of the Company or its "subsidiaries" under the Plan as "incentive stock options" ("ISOs"), as such terms are defined under the Internal Revenue Code of 1986, as amended Code; (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(mg) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgateadopt, amend and rescind rules and regulations relating to for the administration of the Plan, (ii) interpret the Plan and the options and for its own acts and proceedings; and (h) to decide all related award agreements questions and (iii) exercise discretion settle all controversies and disputes which may arise in making any other determinations that it deems necessary or desirable for administration of connection with the Plan. Any action taken by the Compensation Committee will be finalAll decisions, binding determinations and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless interpretations of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed be binding on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsall parties concerned.

Administration. 9.1 The Plan is shall be managed and administered by the Compensation Trustee, subject always to the directions of the Plan Committee as provided under the Trust Document. 9.2 The interpretation and construction by the Plan Committee of any of the provisions of the Plan or of any Grants awarded hereunder shall be final and binding upon Grantees and their respective successors. 9.3 The Plan Committee may, from time to time, adopt further rules and regulations for carrying out the Plan and, subject to the provisions of the Plan and the directions and approval of the Plan Committee, which is comprised solely of “independent directors” within the meaning Trustee may issue a certificate in the form set out in the Annex to the Plan or such other form or forms of the Nasdaq Stock Market Marketplace Rules instruments evidencing Shares awarded under the Plan as may be prescribed or approved by the Plan Committee. 9.4 Subject to the provisions of the Plan, the Plan Committee shall have full and final authority (in its sole and absolute discretion): (a) to determine (from amongst Eligible Persons) the Grantees to be awarded Shares; (b) to determine the number of Shares to be awarded; (c) to determine the terms of award, including any vesting provisions; (d) to determine such other terms and provisions of award as it may authorise at the time when each Share is awarded (each of which terms and provisions may be different for each award); and (e) to amend the terms of any existing award to accelerate the time or times at which Shares awarded under the Plan, or any part thereof, shall become vested, or in any other respect which shall not adversely affect the rights of the Grantee of such award of Shares. 9.5 In the event any Global Sources Team Member considers, following Retirement, that his/her participation in the Plan has been unreasonably withheld as a result of an unreasonable exercise of discretion on the part of the Plan Committee, such Global Sources Team Member shall be entitled to request that the designated management board of the Company (“Nasdaq RulesManagement Board”) reviews such decision and that it makes recommendations to the Plan Committee accordingly. The Management Board of the Company shall have sole and absolute discretion as to whether or not to entertain such request and/or whether to make such recommendations (and if so, what recommendations to make, if any). To Any decision and determination of the extent that Management Board of the Company in connection therewith, and/or of the Plan Committee pursuant to recommendations made by the Management Board of the Company (if any), shall be final and there shall be no further rights of appeal in respect thereof. 9.6 The Trustee, the Plan Committee, the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of Directors of the Internal Revenue Code of 1986, as amended (the “Code”)Company, the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) Management Board of the Code (Company and the Treasury Regulations promulgated thereunder)Company shall not be liable for any action taken, andor any determination made, to in good faith, in connection with the extent the Plan. 9.7 The Company or its Board determines it is appropriate for awards of Directors may delegate any of its powers, rights, duties and/or responsibilities under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under Plan Committee, who may discharge the Exchange Act, same with the Committee will be composed of two or more members who are “non-employee directors” within authority and in the meaning of Rule 16b-3. The members place and stead of the Compensation Committee do not serve fixed terms but may be appointed Company or removed at any time by the Board. In its capacity Board of Directors (as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARsbe).

Administration. (a) The Board shall administer the Plan unless and until the Board delegates administration to a Committee, as provided in subsection 3(c). (b) The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan: (i) To determine from time to time which of the persons eligible under the Plan shall be granted Options; when and how the Option shall be granted; whether the Option will be an Incentive Stock Option or a Nonstatutory Stock Option; the provisions of each Option granted (which need not be identical), including the time or times such Option may be exercised in whole or in part; and the number of shares for which an Option shall be granted to each such person. (ii) To construe and interpret the Plan and Options granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Option Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. (iii) To amend the Plan as provided in Section 11. (iv) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company. (c) The Board may delegate administration of the Plan to a Committee or Committees of one or more members of the Board. In the discretion of the Board, a Committee may consist solely of two or more Outside Directors, in accordance with Code Section 162(m), or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3 of the Exchange Act. If administration is administered delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Compensation Board (and references in this Plan to the Board shall thereafter be to the Committee), which is comprised solely of “independent directors” within subject, however, to such resolutions, not inconsistent with the meaning provisions of the Nasdaq Stock Market Marketplace Rules (Plan, as may be adopted from time to time by the “Nasdaq Rules”)Board. To The Board may abolish the extent that Committee at any time and revest in the Board determines it is appropriate for the compensation realized from Awards administration of the Plan. Within the scope of this authority, the Board or the Committee may delegate to a committee of one or more members of the Board the authority to grant Options to eligible persons who (1) are not then subject to Section 16 of the Exchange Act and/or (2) are either (i) not then Covered Employees and are not expected to be considered “performance based” compensation under Covered Employees at the time of recognition of income resulting from such Option, or (ii) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs.

Administration. (a) The Plan is shall be administered by the Compensation Committee, which is comprised solely shall have full power and authority, subject to the express provisions hereof, (i) to select Participants from among the Eligible Individuals, (ii) to make Awards in accordance with the Plan, (iii) to determine the number of “independent directors” within Shares subject to each Award or the meaning cash amount payable in connection with an Award, (iv) to determine the terms and conditions of each Award, including, without limitation, those related to vesting, forfeiture, payment, exercisability, and the effect, if any, of a Participant's termination of employment with the Company or a change in control of the Nasdaq Stock Market Marketplace Rules (Company on the “Nasdaq Rules”). To outstanding Awards granted to such Participant, and including the extent authority to amend the terms and conditions of an Award after the granting thereof to a Participant in a manner that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, not prejudicial to the extent the Board determines it is appropriate for awards under the Plan rights of such Participant in such Award, (v) to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, determine whether the terms and conditions of each Award andwill be set forth in an Award Agreement or Award Certificate and to specify and approve the provisions of the Award Agreements and Award Certificates delivered to Participants in connection with their Awards, subject (vi) to limitations in construe and interpret any Award Agreement or Award Certificate delivered under the Plan, the individuals (vii) to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgateprescribe, amend and rescind rules and regulations procedures relating to the Plan, (viii) to vary the terms of Awards to take account of tax, securities law and other regulatory requirements of foreign jurisdictions and (ix) to make all other determinations and to formulate such procedures as may be necessary or advisable for the administration of the Plan. (b) The Committee may, but need not, from time to time delegate some or all of its authority under the Plan to an Administrator consisting of one or more members of the Committee or of one or more officers of the Company; provided, however, that the Committee may not delegate its authority (i) to make Awards to Eligible Individuals (A) who are subject on the Date of the Award to the reporting rules under Section 16(a) of the Exchange Act, (B) who are Section 162(m) Participants or (C) who are officers of Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇ are delegated authority by the Committee hereunder, or (ii) interpret the Plan under Sections 5(c), 14 and all related award agreements and (iii16(f) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any delegation hereunder shall be subject to the restrictions and limits that the Committee specifies at the time of such delegation or thereafter. Nothing in the Plan shall be construed as obligating the Committee to delegate authority to an Administrator, and the Committee may at any time rescind the authority delegated to an Administrator appointed hereunder or appoint a new Administrator. At all times, the Administrator appointed under this Section 5(b) shall serve in such capacity at the pleasure of the Committee. Any action taken undertaken by the Compensation Administrator in accordance with the Committee's delegation of authority shall have the same force and effect as if undertaken directly by the Committee, and any reference in the Plan to the Committee will shall, to the extent consistent with the terms and limitations of such delegation, be deemed to include a reference to the Administrator. (c) The Committee shall have full power and authority, subject to the express provisions hereof, to construe and interpret the Plan. (d) All determinations by the Committee in carrying out and administering the Plan and in construing and interpreting the Plan shall be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available conclusive for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR all purposes and upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregateall persons interested herein. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalizationdisagreement between the Committee and the Administrator, the Compensation Committee Committee's determination on such matter shall make equitable adjustments to any be final and binding on all interested persons, including the Administrator. (e) No member of the following Committee or the Administrator shall be liable for anything whatsoever in connection with the administration of the Plan except such person's own willful misconduct. Under no circumstances shall any member of the Committee or the Administrator be liable for any act or omission of any other member of the Committee or the Administrator. In the performance of its functions with respect to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on AwardsCommittee and the Administrator shall be entitled to rely upon information and advice furnished by the Company's officers, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs.the

Administration. (a) The Plan is shall be administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3Administrator. The members of Administrator shall have the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and sole authority to (i) promulgate, amend and rescind rules and regulations relating determine the Participants to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will whom Grants shall be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance made under the Plan, (ii) determine the grant limitations imposed on Awardstype, as described abovesize and terms of the Grants to be made to each Participant, (iii) determine the numbertime when the Grants will be made and the duration of any applicable exercise or restriction period, kind including the criteria for exercisability and class the acceleration of shares of First Financial subject to Optionsexercisability, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) amend the exercise price terms of Options any previously issued Grant, subject to the provisions of Section 20, (v) adopt guidelines separate from the Plan that set forth the specific terms and SARsconditions for Grants under the Plan, and (vi) deal with any other matters arising under the Plan. (b) The Administrator shall have full power and express discretionary authority to administer and interpret the Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion. The Administrator’s interpretations of the Plan and all determinations made by the Administrator pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any awards granted hereunder. All powers of the Administrator shall be executed in its sole discretion, in the best interest of the Company, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals. (c) The Administrator, in its discretion, may delegate to one or more officers of the Company all or part of the Administrator’s authority and duties with respect to grants and awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan and the Administrator’s prior delegation. Any delegation by the Administrator pursuant to this Section shall be subject to such conditions and limitations as may be determined by the Administrator and shall be subject to and limited by applicable law or regulation, including without limitation the rules and regulations of the New York Stock Exchange or such other securities exchange on which the Stock is then listed.

Administration. The Board shall appoint at least two of its members to a committee (the "Committee") that will administer this Plan is administered by on behalf of the Company. The Committee may be the Compensation Committee, which is comprised solely Committee of “independent directors” the Board if the Board so chooses. Each member of the Committee shall be both a "Non-employee Director" within the meaning of Rule 16b-3 ("Rule 16b-3") of the Nasdaq Stock Market Marketplace Rules Securities Exchange Act of 1934, as amended (the “Nasdaq Rules”"Exchange Act"). To the extent that the Board determines it is appropriate , and an "Outside Director" as defined for the compensation realized from Awards to be considered “performance based” compensation under purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “"Code”"). Each member of the Committee shall serve at the discretion of the Board, which may fill any vacancy, however caused, in the Committee. The Committee shall select one of its members as a chairman and shall hold meetings at the times and in the places as it may deem advisable. All actions the Committee takes shall be made by majority decision. Any action evidenced by a written instrument signed by all of the members of the Committee shall be as fully effective as if the Committee had taken the action by majority vote at a meeting duly called and held. Subject to the express provisions of this Plan, the Committee will shall have complete authority, in its discretion, to determine with respect to all options other than options granted to directors pursuant to Section 7 hereof (the "Formula Options"): (a) the directors and key employees of the Company and any subsidiaries to whom, the times when, and the prices at which it shall grant options; (b) the type of options to be composed of two or more members who are “outside directors” within the meaning of granted, i.e., either incentive stock options as defined in Section 162(m) 422 of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1"Incentive Stock Options") or Rule 16b-3(enon-qualified stock options ("Non-Qualified Stock Options") promulgated under the Exchange Act(collectively, the Committee will be composed "Options"); (c) the total number of two or more members who are “non-employee directors” within Options to grant to an optionee; (d) the meaning of Rule 16b-3. The members time and duration of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board. In its capacity as plan administrator, the Compensation Committee determines the type period of exercise of each Award grantedOption; (e) the number of shares of the common stock, no par value per share, of the Company (the "Common Stock") subject to each Option; and (f) the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be grantedfor payment. The Compensation Committee shall also has full power have complete and conclusive authority to (i) promulgateinterpret this Plan, (ii) prescribe, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive. Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares. Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan. The Compensation Committee may not grant any Award under the Plan exceeding the following limitations: • Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year; • Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash; • ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate; • The Fair Market Value of ISOs granted to any Employee, • Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and • Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate. In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described aboveit, (iii) determine the numberterms and provisions of the stock option agreements the Company makes with optionees who are granted Options (the "Agreement"), kind and class the terms of shares of First Financial subject to Optionswhich need not be identical, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) make all other determinations necessary or advisable for the exercise price administration of Options this Plan. The Committee's determinations on these matters shall be conclusive. In addition to any other rights of indemnification that they may have as directors of the Company or as members of the Committee, the directors of the Company and SARsmembers of the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of action taken or failure to act under or in connection with this Plan or any Option or Formula Option granted hereunder, and against all amounts paid by them in settlement thereof or paid by them in satisfaction of a judgment in any action, suit or proceeding, except in relation to matters as to which it shall be adjudged in the action, suit or proceeding that such director is liable for gross negligence or misconduct in the performance of his duties; provided that within 60 days after institution of any action, suit or proceeding, a director shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same.