10-Q

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

(X)	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2003
	OR
( )	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from       to

Commission File Number   0-11242  

      First Commonwealth Financial Corporation       
(Exact name of registrant as specified in its charter)

Pennsylvania	25-1428528
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

22 North Sixth Street	Indiana, PA  15701
(Address of principal executive offices)	(Zip Code)

                    724-349-7220                   
(Registrant's telephone number, including area code)

                         N/A                          
(Former name, former address and former fiscal year,
if changed since last report)

Indicate a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    X     No      .

Number of shares outstanding of issuer's common stock, $1.00 Par Value as of October 31, 2003, was 59,377,083.

     FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	PAGE
	Included in Part I of this report:
	First Commonwealth Financial Corporation and
	Subsidiaries Consolidated Balance Sheets..................	3
	Consolidated Statements of Income.........................	4
	Consolidated Statements of Changes in
	Shareholders' Equity....................................	5
	Consolidated Statements of Cash Flows.....................	7
	Notes to Consolidated Financial Statements................	8
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...................................	16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..	37
ITEM 4.	CONTROLS AND PROCEDURES.....................................	37

PART II - OTHER INFORMATION

Other Information......................................................	38
Signatures.............................................................	39
Exhibits and Reports on Form 8K

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in thousands)

	September 30, 2003		December 31, 2002
ASSETS
Cash and due from banks on demand........................	$	76,584	$	81,114
Interest-bearing bank deposits...........................		800		1,973
Securities available for sale, at market.................		1,875,994		1,482,771
Securities held to maturity, at cost,(Market value $120,157 in     2003 and $204,887 in 2002).............................		114,267		197,838
Loans....................................................		2,597,958		2,609,440
Unearned income........................................		(515)		(806)
Allowance for credit losses............................		(36,183)		(34,496)
Net loans..........................................		2,561,260		2,574,138
Premises and equipment...................................		43,508		45,730
Other real estate owned..................................		1,698		1,651
Goodwill.................................................		8,131		8,131
Amortizing intangibles, net..............................		13		29
Other assets.............................................		137,935		131,368
Total assets.........................................	$	4,820,190	$	4,524,743
LIABILITIES
Deposits (all domestic):
Noninterest-bearing....................................	$	393,070	$	377,466
Interest-bearing.......................................		2,757,720		2,666,658
Total deposits.......................................		3,150,790		3,044,124
Short-term borrowings....................................		655,357		469,065
Other liabilities........................................		26,472		30,230
Company obligated mandatorily redeemable capital securities of     subsidiary trust.......................................		35,000		35,000
Other long-term debt.....................................		542,578		544,934
Total long-term debt.................................		577,578		579,934
Total liabilities....................................		4,410,197		4,123,353
SHAREHOLDERS' EQUITY
Preferred stock, $1 par value per share, 3,000,000 shares     authorized, none issued................................		-0-		-0-
Common stock $1 par value per share, 100,000,000 shares authorized,     62,525,408 shares issued; 59,290,575 and 58,962,543 shares outstanding at     September 30, 2003 and December 31, 2002 respectively..		62,525		62,525
Additional paid-in capital...............................		63,927		64,885
Retained earnings........................................		309,241		296,165
Accumulated other comprehensive income...................		17,391		25,851
Treasury stock (3,234,833 shares at September 30, 2003 and 3,562,869 at     December 31, 2002, at cost)............................		(40,840)		(44,981)
Unearned ESOP shares.....................................		(2,251)		(3,055)
Total shareholders' equity...........................		409,993		401,390
Total liabilities and shareholders' equity...........	$	4,820,190	$	4,524,743

  The accompanying notes are an integral part of these consolidated financial statements.


3

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Dollars in thousands)

	For the Quarter Ended September 30,				For the 9 Months Ended September 30,
	2003		2002		2003		2002
Interest Income
Interest and fees on loans......	$	40,089	$	44,943	$	123,641	$	135,490
Interest and dividends on investments:
Taxable interest .............		16,335		21,005		49,940		65,034
Interest exempt from Federal      income taxes.................		2,690		2,363		7,900		7,172
Dividends.....................		489		464		1,614		1,457
Interest on Federal funds sold..		1		2		3		6
Interest on bank deposits.......		1		7		10		26
Total interest income.........		59,605		68,784		183,108		209,185
Interest Expense
Interest on deposits............		14,659		19,409		46,417		61,512
Interest on short-term borrowings..................................		1,708		1,305		4,858		4,572
Interest on company obligated     mandatorily redeemable     capital securities of     subsidiary trust..............		832		832		2,494		2,494
Interest on other long-term debt		7,417		8,911		22,063		26,305
Total interest on long-term debt..............................		8,249		9,743		24,557		28,799
Total interest expense........		24,616		30,457		75,832		94,883
Net Interest Income...........		34,989		38,327		107,276		114,302
Provision for credit losses.....		3,495		3,103		10,420		9,028
Net interest income after provision for   credit losses		31,494		35,224		96,856		105,274
Other Income
Securities gains................		166		26		5,621		641
Trust income....................		1,342		1,227		3,811		3,782
Service charges on deposit     accounts......................		3,447		3,010		9,551		8,449
Gain on sale of branches........		3,062		-0-		3,062		-0-
Insurance commissions...........		910		1,055		2,555		2,862
Income from bank owned life     insurance.....................		1,136		1,186		3,234		3,428
Other income....................		3,794		2,897		10,292		8,565
Total other income............		13,857		9,401		38,126		27,727
Other Expenses
Salaries and employee benefits..		15,163		14,505		45,644		43,915
Net occupancy expense...........		2,023		1,668		5,768		4,967
Furniture and equipment expense.		2,522		2,391		7,618		7,357
Data processing expense.........		688		558		1,836		1,484
Pennsylvania shares tax expense.		1,075		969		3,216		2,960
Intangible amortization.........		3		8		16		196
Litigation settlement (recovery)		-0-		-0-		(610)		8,000
Restructuring charges...........		-0-		2,473		-0-		5,589
Other operating expenses........		6,531		6,919		20,671		22,081
Total other expenses..........		28,005		29,491		84,159		96,549
Income before income taxes....		17,346		15,134		50,823		36,452
Applicable income taxes.........		3,511		2,947		10,257		5,670
Net income....................	$	13,835	$	12,187	$	40,566	$	30,782
Average Shares Outstanding........		58,950,258		58,521,562		58,808,464		58,342,470
Average Shares Outstanding Assuming Dilution		59,376,716		58,862,215		59,139,101		58,734,144
Per Share Data:
Basic earnings per share........	$	0.23	$	0.21	$	0.69	$	0.53
Diluted earnings per share......	$	0.23	$	0.21	$	0.69	$	0.52
Cash dividends per share........	$	0.155	$	0.150	$	0.465	$	0.450

The accompanying notes are an integral part of these consolidated financial statements.
4

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
(Dollars in thousands)

	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Treasury Stock		Unearned ESOP  Shares		Total Shareholders' Equity
Balance December 31, 2001..........	$	62,525	$	66,176	$	288,219	$	8,703	$	(51,431)	$	(4,126)	$	370,066
Comprehensive income
Net income.......................		-0-		-0-		30,782		-0-		-0-		-0-		30,782
Other comprehensive income, net of tax:
Unrealized holding gains on securities      arising during the period.....		-0-		-0-		-0-		20,490		-0-		-0-		20,490
Less:  reclassification adjustment for      gains on securities included in net income		-0-		-0-		-0-		(396)		-0-		-0-		(396)
Total other comprehensive income.		-0-		-0-		-0-		20,094		-0-		-0-		20,094
Total comprehensive income.........		-0-		-0-		30,782		20,094		-0-		-0-		50,876
Cash dividends declared............		-0-		-0-		(26,441)		-0-		-0-		-0-		(26,441)
Decrease in unearned ESOP shares...		-0-		-0-		-0-		-0-		-0-		804		804
Discount on dividend reinvestment plan purchases		-0-		(476)		-0-		-0-		-0-		-0-		(476)
Treasury stock reissued............		-0-		(771)		-0-		-0-		5,002		-0-		4,231
Balance at September 30, 2002......	$	62,525	$	64,929	$	292,560	$	28,797	$	(46,429)	$	(3,322)	$	399,060

5

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
(Dollars in thousands)

		Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Treasury Stock		Unearned ESOP Shares		Total Shareholders' Equity
Balance December 31, 2002..........	$	62,525	$	64,885	$	296,165	$	25,851	$	(44,981)	$	(3,055)	$	401,390
Comprehensive income
Net income.......................		-0-		-0-		40,566		-0-		-0-		-0-		40,566
Other comprehensive income, net of tax:
Unrealized holding gains (losses) on      securities arising during the period.............................		-0-		-0-		-0-		(4,971)		-0-		-0-		(4,971)
Less:  reclassification adjustment for      gains on securities included in net income		-0-		-0-		-0-		(3,595)		-0-		-0-		(3,595)
Unrealized holding gains (losses) on      derivatives used in cash flow hedging      relationship arising during the period.............................		-0-		-0-		-0-		106		-0-		-0-		106
Total other comprehensive income.		-0-		-0-		-0-		(8,460)		-0-		-0-		(8,460)
Total comprehensive income.........		-0-		-0-		40,566		(8,460)		-0-		-0-		32,106
Cash dividends declared............		-0-		-0-		(27,490)		-0-		-0-		-0-		(27,490)
Decrease in unearned ESOP shares...		-0-		-0-		-0-		-0-		-0-		804		804
Discount on dividend reinvestment plan purchases		-0-		(519)		-0-		-0-		-0-		-0-		(519)
Treasury stock reissued............		-0-		(581)		-0-		-0-		4,141		-0-		3,560
Tax benefit of stock options.......		-0-		142		-0-		-0-		-0-		-0-		142
Balance at September 30, 2003......	$	62,525	$	63,927	$	309,241	$	17,391	$	(40,840)	$	(2,251)	$	409,993

The accompanying notes are an integral part of these consolidated financial statements.         

6

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)

		For the 9 Months Ended September 30,
	2003		2002
Operating Activities
Net income...............................................	$	40,566	$	30,782
Adjustments to reconcile net income to net cash provided by operating     activities:
Provision for credit losses ...........................		10,420		9,028
Depreciation and amortization..........................		5,651		5,364
Net losses (gains) on sales of assets..................		(6,115)		(680)
Net gains on sale of branches..........................		(3,051)		-0-
Income from increase in cash surrender value of bank owned life insurance		(3,233)		(3,428)
Decrease in interest receivable........................		2,536		2,322
Decrease in interest payable...........................		(2,570)		(3,124)
Increase (decrease) in income taxes payable............		1,053		(2,705)
Change in deferred taxes...............................		(2,493)		(374)
Other-net..............................................		(1,013)		3,597
Net cash provided (used) by operating activities.....		41,751		40,782
Investing Activities
Transactions with securities held to maturity:
Proceeds from sales....................................		-0-		-0-
Proceeds from maturities and redemptions...............		83,671		64,723
Purchases..............................................		-0-		(15,241)
Transactions with securities available for sale:
Proceeds from sales....................................		50,634		12,602
Proceeds from maturities and redemptions...............		811,639		363,974
Purchases..............................................		(1,263,155)		(343,056)
Proceeds from sales of loans and other assets............		108,738		71,698
Acquisition of affiliate, net of cash received...........		-0-		(4)
Investment in bank owned life insurance..................		-0-		(5,000)
Net decrease (increase) in time deposits with banks......		1,172		1,639
Net increase in loans....................................		(109,867)		(129,917)
Purchases of premises and equipment......................		(3,984)		(4,717)
Net cash provided (used) by investing activities.....		(321,152)		16,701
Financing Activities
Repayments of other long-term debt.......................		(11,553)		(1,050)
Proceeds from issuance of other long-term debt...........		10,000		18,200
Proceeds from issuance of company obligated mandatorily redeemable capital    securities of subsidiary trust..........................		-0-		-0-
Discount on dividend reinvestment plan purchases.........		(519)		(476)
Dividends paid...........................................		(27,440)		(26,381)
Net increase (decrease) in Federal funds purchased.......		21,700		(30,525)
Net increase (decrease) in other short-term borrowings...		164,592		(62,630)
Sale of branches, net of cash received...................		(21,329)		-0-
Net increase in deposits.................................		135,920		40,918
Stock option tax benefit.................................		142		-0-
Proceeds from sale of treasury stock.....................		3,358		3,402
Net cash provided (used) by financing activities.....		274,871		(58,542)
Net increase (decrease) in cash and cash equivalents.		(4,530)		(1,059)
Cash and cash equivalents at January 1...................		81,114		98,130
Cash and cash equivalents at September 30................	$	76,584	$	97,071

The accompanying notes are an integral part of these consolidated financial statements.


7

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(Unaudited)

NOTE 1 Management Representation

The consolidated financial statements include the accounts of First Commonwealth Financial Corporation and its subsidiaries ("the Corporation").  All significant intercompany transactions and balances have been eliminated.  The accounting and reporting policies of the Corporation conform with accounting principles generally accepted in the United States of America.  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes.  Actual realized amounts could differ from those estimates.  In the opinion of management, the unaudited interim consolidated financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of financial position as of September 30, 2003 and the results of operations for the three month and nine month periods ended September 30, 2003 and 2002, and statements of cash flows and changes in shareholders' equity for the nine month periods ended September 30, 2003 and 2002.  The results of operations for the three month and nine month periods ended September 30, 2003 and 2002 are not necessarily indicative of the results that may be expected for the full year or any other interim period.  These interim financial statements should be read in conjunction with the Corporation's 2002 Annual Report on Form 10-K which is available on the Corporation's website at http://www.fcbanking.com.  The Corporation's website also provides additional information of interest to investors and clients, including other regulatory filings made to the Securities and Exchange Commission, press releases, historical stock prices, dividend declarations and corporate governance, as well as information about products and services offered through the Corporation's banking, insurance, trust and financial management subsidiaries.

NOTE 2 Cash Flow Disclosures (dollar amounts in thousands)

	2003		2002
Cash paid during the first nine months of the year for:
Interest	$	78,402	$	98,007
Income Taxes	$	11,555	$	9,010
Noncash investing and financing activities:
ESOP loan reductions	$	804	$	804
Loans transferred to other real estate owned and     repossessed assets	$	3,458	$	4,568
Gross increase (decrease) in market value     adjustment to securities available for sale	$	(13,179)	$	30,913
Gross increase (decrease) in market value     adjustment of derivative instruments	$	163	$	-0-
Treasury stock reissued for 2002 business     combination	$	203	$	830

8

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(Unaudited)

NOTE 3 Comprehensive Income Disclosures

The following table identifies the related tax effects allocated to each component of other comprehensive income in the Statements of Changes in Shareholder's Equity: (dollar amounts in thousands)

	September 30, 2003						September 30, 2002
	Pre-tax Amount		Tax (Expense) Benefit		Net of Tax Amount		Pre-tax Amount		Tax (Expense) Benefit		Net of Tax Amount
Unrealized gains (losses) on securities:
Unrealized holding gains   (losses) arising during   the period	$	(7,648)	$	2,677	$	(4,971)	$	31,523	$	(11,033)	$	20,490
Less: reclassification   adjustment for gains   realized in net income		(5,531)		1,936		(3,595)		(610)		214		(396)
Unrealized gains (losses) on derivatives used in cash flow hedging relationships:
Unrealized holding gains   (losses) arising during   the period		163		(57)		106		-0-		-0-		-0-
Total other comprehensive income	$	(13,016)	$	4,556	$	(8,460)	$	30,913	$	(10,819)	$	20,094

NOTE 4 Accounting for Stock Options Granted

In December 2002, the Financial Accounting Standards Board ("FASB") issued Statement No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure" ("FAS No. 148").  FAS No. 148 amended FASB Statement No. 123 "Accounting for Stock-Based Compensation" ("FAS No. 123") to provide alternative methods of a voluntary transition to FAS No. 123's fair value method of accounting for stock-based employee compensation.  FAS No. 148 also amended the disclosure provisions of FAS No. 123 and APB Opinion No. 28, "Interim Financial Reporting" ("APB 28"), to require disclosure in the summary of significant accounting policies the effects of the entity's accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements.  FAS No. 148 does not amend FAS No. 123 to require companies to account for employee stock options using the fair value method, but the disclosure provisions of the statement apply to all companies with stock-based compensation, regardless of whether they account for that compensation using the fair value method of FAS No. 123 or the intrinsic value method of APB Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB 25").  FAS No. 148 amendments to the transitional and annual disclosure requirements of FAS No. 123 were effective for fiscal years ending after December 15, 2002, while the interim disclosure provisions are effective for financial reports containing financial statements for interim periods beginning after December 15, 2002.  Implementation of FAS No. 148 did not have a material impact on the Corporation's financial condition or results of operations.




9

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(Unaudited)

NOTE 4 Accounting for Stock Options Granted (continued)

FAS No. 123 defines a method of measuring stock-based compensation, such as stock options granted, at an estimated fair value but also permits the continued measurement of stock based compensation under the provisions of APB 25.  As permitted under FAS No. 123, the Corporation has elected to use the intrinsic value method to measure stock based compensation under APB 25.  No stock-based employee compensation expense is reflected in the Corporation's net income as reported in the Consolidated Statements of Income because all stock options granted under the Corporation's plan had an exercise price equal to the market value of the underlying common stock on the date of grant.

The following table illustrates the effect on net income and earnings per share if the Corporation had applied the fair value recognition provisions of FAS No. 123 to stock-based employee compensation:

(Dollar amounts in thousands,   except per share data)	Three months ended September 30,
	2003		2002
Net Income, as reported	$	13,835	$	12,187
Deduct: Total stock-based employee compensation  expense determined under fair value based  method for all awards, net of related tax  effects		(338)		(570)
Pro forma net income	$	13,497	$	11,617
Earnings per share:
Basic - as reported	$	0.23	$	0.21
Basic - pro forma	$	0.23	$	0.20
Diluted - as reported	$	0.23	$	0.21
Diluted - pro forma	$	0.23	$	0.20
Average Shares Outstanding	58,950,258 59,376,716		58,521,562 58,862,215
Average Shares Outstanding Assuming Dilution

(Dollar amounts in thousands,   except per share data)	Nine months ended September 30,
	2003		2002
Net Income, as reported	$	40,566	$	30,782
Deduct: Total stock-based employee compensation  expense determined under fair value based  method for all awards, net of related tax  effects		(1,014)		(1,709)
Pro forma net income	$	39,552	$	29,073
Earnings per share:
Basic - as reported	$	0.69	$	0.53
Basic - pro forma	$	0.67	$	0.50
Diluted - as reported	$	0.69	$	0.52
Diluted - pro forma	$	0.67	$	0.49
Average Shares Outstanding	58,808,464		58,342,470
Average Shares Outstanding Assuming Dilution	59,139,101		58,734,144

10

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(Unaudited)

Note 5 Restructuring Charges

The Corporation incurred restructuring charges of $6,140 thousand during the second, third and fourth quarters of 2002 in accordance with EITF 94-3.  These restructuring charges resulted from the merger of the charters of the Corporation's two commercial banks (First Commonwealth Bank and Southwest Bank) and the adoption of a new common brand and identity for all financial services subsidiaries.  The largest component of these charges was $4,652 thousand of employee separation costs consisting of severance packages for 95 employees from various affiliates of the Corporation including all levels of staff from the executive management level to back office support staff.  Restructuring charges during 2002 also included $1,068 thousand related to realignment of the various Boards of Directors and Board committees and $420 thousand primarily related to the write-off of obsolete signage and supplies.  These amounts were included as restructuring charges, a component of Other Expenses on the Consolidated Statements of Income during 2002.

During 2002 actual termination benefits paid and charged against the total severance liability were $1,263 thousand, leaving a remaining unpaid liability for severance costs of $3,389 thousand at December 31, 2002.  During the first nine months of 2003, monthly severance payments totaling $2,424 thousand were made, reducing the outstanding severance liability to $965 thousand at September 30, 2003.  No additional severance accruals or adjustments were recorded during the first nine months of 2003 related to the 2002 restructuring.

NOTE 6 New Accounting Pronouncements

In July 2002, the FASB issued statement No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("FAS No. 146").  FAS No. 146 replaced EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)."  The standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan.  Statement 146 is to be applied to exit or disposal activities initiated after December 31, 2002.  Adoption of FAS No. 146 did not have a material impact on the Corporation's financial condition or results of operations.

In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees of Indebtedness of Others".  The disclosure requirements of FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002, and require disclosure of the nature of the guarantee, the maximum potential of future payments the guarantor could be required to make under the guarantee, and the current amount of the liability, if any, for the guarantor's obligation under the guarantee.  The recognition requirements of FIN 45 are to be applied prospectively to guarantees issued or modified after December 31, 2002.  This interpretation expands the disclosures to be made by the guarantor in its financial



11

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(Unaudited)

NOTE 6 New Accounting Pronouncements (continued)

statements about its obligation under certain guarantees and requires the guarantor to recognize a liability for the fair value of an obligation assumed under a guarantee.  FIN 45 clarifies the requirements of FASB Statement No. 5 ("FAS No. 5") "Accounting for Contingencies", relating to guarantees.  In general, FIN 45 applies to contracts or indemnification agreements that contingently require the guarantor to make payments to the guaranteed party based on changes in an underlying that is related to an asset, liability, or equity security of the guaranteed party.  Certain guarantee contracts are excluded from both the disclosure and recognition requirements of this interpretation, including, but not limited to, guarantees related to employee compensation, residual value guarantees under capital lease arrangements, commercial letters of credit, loan commitments, subordinated interests in special purpose entities and guarantees of a company's own future performance.  Other guarantees are subject to the disclosure requirements of FIN 45 but not the recognition provisions and include, among others, a guarantee accounted for as a derivative instrument under FAS No. 133, a parent's guarantee of debt owed to a third party by its subsidiary or vice versa and a guarantee which is based on performance not price.  Guarantees subject to this pronouncement that have been entered into by the Corporation are disclosed in NOTE 7.  The adoption of FIN 45 did not have a material impact on the Corporation's financial condition or results of operations.

In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities".  As defined by FIN 46 a variable interest entity ("VIE") is a corporation, partnership, trust or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities.  This interpretation also defines when the assets, liabilities, noncontrolling interest and results of operations of a VIE should be included in a company's consolidated financial statements.  Companies that hold variable interests in an entity will need to consolidate that entity if the company's interest in the VIE is such that the company will obtain a majority of the entity's expected residual returns, should such occur.  FIN 46 applied immediately to variable interest entities created after January 31, 2003.  The effective date of FIN 46 for variable interest entities created before February 1, 2003 has been deferred until the end of the first interim or annual period ending after December 15, 2003.  The Corporation is in the process of reviewing its current business interests in order to determine the impact of FIN 46 and whether any additional business interests require consolidation in the Corporation's financial statements.  The adoption of FIN 46 is not expected to have a material impact on the Corporation's financial condition or results of operations.

In April 2003, the FASB issued Statement No. 149 "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" ("FAS No. 149").  FAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under Statement 133.  In particular, FAS No. 149 clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative and when a derivative

12

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(Unaudited)

NOTE 6 New Accounting Pronouncements (continued)

contains a financing component that warrants special reporting in the statement of cash flows.  This statement is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003.  The adoption of FAS No. 149 did not have a material impact on the Corporation's financial condition or results of operations.

In May 2003, the FASB issued Statement No. 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity"("FAS No. 150").  FAS No. 150 represents the first phase of the FASB's broader project on (1) distinguishing between liability and equity instruments and (2) accounting for instruments that have characteristics of both liabilities and equity.  This statement requires issuers to classify as liabilities the following three types of freestanding financial instruments: (1) mandatorily redeemable financial instruments, (2) obligations to repurchase the issuer's equity shares by transferring assets and (3) certain obligations to issue a variable number of shares.  A freestanding financial instrument is one that is entered into separately and apart from any of the entity's other financial instruments or equity transactions or is entered in conjunction with some other transaction but can be legally detached and exercised on a separate basis.  FAS No. 150 is relatively narrow in scope as it specifies only that certain instruments must be classified as liabilities but does not include additional guidance on the concept of what constitutes either a "liability" or "equity".    Entities will continue to apply existing guidance on determining the balance sheet classification of instruments that do not specifically fall within the scope of FAS No. 150.  FAS No. 150 applied immediately to financial instruments entered into or modified after May 31, 2003.  For all other instruments that exist, this statement went into effect at the beginning of the first interim period beginning after June 15, 2003.  Adoption of FAS No. 150 did not have a material impact on the Corporation's financial condition or results of operations.

As of September 30, 2003, the Corporation had automobile leases with a net balance of $32.7 million outstanding, a majority of which did not have individually insured residual values.  On May 15, 2003 the Securities and Exchange Commission issued Staff Interpretation Topic D-107, which indicated that, unless lease residuals were individually insured, no related amount should be considered in minimum lease payments. Consequently, a majority of automobile leases outstanding at September 30, 2003 may not qualify as financing leases, and previously issued financial statements would need to be restated, if material.  The guidance will be effective no later than for reports issued after the first fiscal quarter beginning after December 15, 2003.  While the Corporation is in the process of analyzing the impact of this Staff Interpretation, it could cause a restatement of previously issued financial statements.  Although net income over the life of a lease treated as a financing lease will be the same as net income over the life of a lease treated as an operating lease, because of the nature of the timing of lease income under the two methods, if restatement is required, earlier years would tend to contain negative adjustments to net income, while later years, as a lease matures, will tend to produce positive adjustments to net income.  


13

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(Unaudited)

NOTE 7 Guarantees

Standby letters of credit are conditional commitments issued by the Corporation to guarantee the performance of a customer to a third party.  The contract or notional amount of these instruments reflects the maximum amount of future payments that could be lost under the guarantees if there were a total default by the guaranteed parties without consideration of possible recoveries under recourse provisions or from collateral held orpledged.  In addition, many of these commitments are expected to expire without being drawn upon, therefore the total commitment amounts do not necessarily represent future cash requirements.  The table below identifies the notional amounts of these guarantees at September 30, 2003:  (Dollar amounts in thousands)

Financial standby letters of credit	$	22,913
Performance standby letters of credit	$	6,289

The current notional amounts outstanding above include financial standby letters of credit of $8,501 thousand and performance standby letters of credit of $895 thousand issued during the first nine months of 2003.  There is currently no liability recorded on the Corporation's balance sheet related to the above letters of credit.

NOTE 8 Branch Sale

In September 2003, First Commonwealth Bank, a wholly-owned subsidiary of the registrant sold two of its branch offices.  Under the terms of the purchase and assumption agreement, First Commonwealth Bank branches at 15 South Main Street in Chambersburg, PA and 1720 Lincoln Highway East in Guilford Township, PA were sold.  The acquiring bank assumed approximately $29.3 million of deposit liabilities and purchased approximately $4.4 million in loans associated with the two offices.  The transaction generated a pre-tax gain of approximately $3.1 million which is included in the registrant's consolidated income statement for the third quarter of 2003.

Note 9 Pending Business Combination

On August 8, the registrant entered into a definitive agreement to acquire Pittsburgh Financial Corp. ("PFC") a financial holding company headquartered near Pittsburgh, in Wexford Pennsylvania.  Pittsburgh Financial Corp. is the parent company of BankPittsburgh with total assets of $372 million, deposits of $181 million and equity of nearly $21 million at September 30, 2003.  BankPittsburgh is a state chartered stock savings bank headquartered in Pittsburgh, Pennsylvania which conducts business from seven offices in Allegheny (6) and Butler (1) counties and one loan production office in downtown Pittsburgh.  PFC also offers residential and commercial mortgage settlement services through Pinnacle Settlement Group LLC, an 80% owned subsidiary.  Pittsburgh Financial Corp. shares are traded on the NASDAQ National Market System under the symbol "PHFC".




14

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(Unaudited)

Note 9 Pending Business Combination (continued)

Under terms of the agreement, the shareholders of Pittsburgh Financial Corp. can elect to receive $20.00 in cash or an equivalent value of the registrant's common stock for each PFC share owned, subject to proration as provided in the definitive agreement to ensure that 40% of the aggregate merger consideration will be paid in cash and 60% in First Commonwealth common stock.  The definitive agreement was unanimously approved by the Boards of Directors of both organizations.  The Corporation has received required regulatory approvals.  In addition, the merger is subject to approval of PFC shareholders at a special meeting scheduled for December 5, 2003.  The transaction has a current market value of $28.4 million.

On a pro-forma basis, as of September 30, 2003, the registrant would have assets of approximately $5.2 billion and total equity of $427 million.

Note 10 Derivative Instruments

During the third quarter of 2003 the Corporation entered into an interest rate swap with a notional amount of $25 million which was initiated to hedge exposure to the variability in the future cash flows derived from adjustable rate loans.  The interest rate swap will convert the interest receivables generated by the first $25 million of principal outstandings of three month LIBOR based adjustable commercial loans from an adjustable rate to a fixed rate.  The swap is a traditional pay-floating and receive-fixed interest rate swap with a three year term.  The transaction is classified as a cash flow hedge whereby the fair value of the swap is recorded as an asset or liability and changes in the fair value are recorded as "other comprehensive income" a component of shareholders' equity.



























15

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

First Nine Months of 2003 as Compared to the First Nine Months of 2002

This discussion and the related financial data are presented to assist in the understanding and evaluation of the consolidated financial condition and results of operations of First Commonwealth Financial Corporation including its subsidiaries (the "Corporation").  In addition to historical information, this discussion and analysis contains forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995), which reflect management's beliefs and expectations based on information currently available and may contain the words "expect," "estimate," "project," "anticipate," "should," "intend," "probability," "risk," "target," and similar expressions.  These forward-looking statements are inherently subject to significant risks and uncertainties, including but not limited to:  changes in general economic and financial market conditions, the Corporation's ability to effectively carry out its business plans, changes in regulatory or legislative requirements, changes in competitive conditions and continuing consolidation of the financial services industry.  Although management believes the expectations reflected in such forward-looking statements are reasonable, actual results could differ materially.  Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof.  The Corporation undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof.

Net income for the first nine months of 2003 was $40.6 million reflecting an increase of $9.8 million compared to 2002 results of $30.8 million.  The change in net income for the 2003 period reflected decreases in non-interest expenses primarily related to nonrecurring expenses included in the 2002 period, an increase in security gains for the 2003 period compared to the corresponding period of 2002 and a gain on the sale of two branches in the 2003 period.  Net income for the 2002 period included an $8.0 million litigation settlement ($5.2 million net of tax) while the 2003 period included a partial recovery from insurance for that claim in the amount of $610 thousand ($397 thousand net of tax).  This settlement related to a lender liability action filed in 1994 against one of the Corporation's subsidiary banks and followed an adverse pre-trial judgment by the trial judge on procedural grounds.  The 2002 period also included $5.6 million ($3.6 million after-tax) of nonrecurring restructuring charges associated with the merger of the charters of the Corporation's two commercial banks (First Commonwealth Bank and Southwest Bank) and the adoption of a new common brand and identity for all financial services subsidiaries.  These restructuring charges included $4.2 million related to separation pay for those employees whose positions were eliminated or chose not to relocate as a result of the merger of the two banks, which was completed in the fourth quarter of 2002.  The first nine months of 2003 included securities gains of $5.6 million ($3.6 million net of tax) compared to securities gains of $641 thousand ($417 thousand net of tax) for the first nine months of 2002.  In addition, the first nine months of 2003 included a gain on the sale of two branches in the amount of $3.1 million ($2.0 million net of taxes).



16

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (continued)

First Nine Months of 2003 as Compared to the First Nine Months of 2002 (continued)

The first nine months of 2003 also included decreases in net interest income, which continues to be impacted by low interest rates.  During this unparalleled period of low interest rates the Corporation, as well as the financial services industry in general, has been challenged by margin compression, as the cost of funds has not declined in the same magnitude or at the same pace as asset yields.

The decrease in net interest income was partially offset by increases in non-interest income for the first nine months of 2003 compared to the first nine months of 2002.  Diluted earnings per share was $0.69 for the first nine months of 2003 compared to $0.52 for the first nine months of 2002. 

The following is an analysis of the impact of changes in net income on diluted earnings per share:

Net income per share, prior year	$	0.52
Increase (decrease) from changes in:
Net interest income		(0.13)
Provision for credit losses		(0.02)
Security transactions		0.08
Service charges on deposits		0.02
Gain on sale of branches		0.05
Insurance commissions		(0.01)
Other income		0.03
Salaries and employee benefits		(0.02)
Net occupancy expense		(0.01)
Data processing expense		(0.01)
Litigation settlement		0.15
Restructuring charges		0.10
Other operating expenses		0.02
Applicable income taxes		(0.08)
Net income per share	$	0.69

Return on average assets was 1.16% and return on average equity was 13.26% for the first nine months of 2003 compared to 0.90% and 10.58%, respectively, for the first nine months of 2002.

Net interest income, the most significant component of earnings, is the amount by which interest income generated from earning assets exceeds interest expense on liabilities.  Net interest income declined $7.0 million for the first nine months of 2003 compared to the first nine months of 2002, primarily as earning asset yields declined faster than funding costs.  Net interest margin (net interest income, on a tax-equivalent basis, as a percentage of average earning assets) was 3.52% for the nine months of 2003 compared to 3.79% for the nine months of 2002.  Continued low or declining interest rates would tend to further strain net interest income due to low reinvestment rates and accelerated prepayments of certain loans and investments.

17

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (continued)

First Nine Months of 2003 as Compared to the First Nine Months of 2002
(continued)

The following table shows the effect of changes in volumes and rates on interest income and interest expense:

Analysis of Changes in Net Interest Income (dollar amounts in thousands)
	2003 Change From 2002
	Total Change		Change Due To Volume		Change Due To Rate
Interest-earning assets:
Time deposits with banks	$	(16)	$	(12)	$	(4)
Securities		(14,209)		2,682		(16,891)
Federal funds sold		(3)		-0-		(3)
Loans		(11,849)		(153)		(11,696)
Total interest income		(26,077)		2,517		(28,594)
Interest-bearing liabilities:
Deposits		(15,095)		156		(15,251)
Short-term borrowings		286		2,461		(2,175)
Long-term debt		(4,242)		(4,188)		(54)
Total interest expense		(19,051)		(1,571)		(17,480)
Net interest income	$	(7,026)	$	4,088	$	(11,114)

Interest and fees on loans declined $11.8 million for the first nine months of 2003 compared to 2002 levels as loan yields declined in the lower interest rate environment.  $11.7 million of the decline in interest and fees on loans was due to declining yields.  The total tax-equivalent yield on loans for the first nine months of 2003 was 6.52%, 7.17% for the first nine months of 2002.  The largest decreases in interest income due to rate changes were noted in commercial loans and installment loans.  Average loans for the first nine months of 2003 rose $33.9 million compared to averages for the first nine months of 2002 as increases in commercial loans, municipal loans and installment loans were partially offset by decreases in average mortgage loans and leases.  The Corporation has continued to capitalize on lending opportunities with small to mid-sized commercial borrowers, including loans generated through its preferred Small Business Administration ("SBA") lender status.  The Corporation was one of the top small business lenders in Pennsylvania during the past two years.  The Corporation continues to take advantage of the lower interest rate cycle to change the mix of its loan portfolio.  Average mortgage loans declined during 2003 as consumers refinanced their loans at near record levels.  The Corporation continued to offer competitive mortgage loans but generally sold them immediately after origination along with the related servicing rights.  The Corporation has begun to retain fixed rate mortgages with maturities of 15 years or less and all adjustable rate mortgages.





18

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (continued)

First Nine Months of 2003 as Compared to the First Nine Months of 2002
(continued)

Interest income on investments declined $14.2 million for the first nine months of 2003 compared to the first nine months of 2002 reflecting decreases due to interest rates of $16.9 million which were partially offset by increases due to investment volumes of $2.7 million.  The total tax-equivalent yield on investments was 4.77% for the first nine months of 2003 compared to 6.06% for the same period of 2002.  Declines in investment interest income due to rate were largely comprised of decreases due to U.S. government agency securities of $15.0 million and decreases due to corporate bonds of $1.2 million.  Yields on U.S. government agency securities decreased 166 basis points (1.66%) for the 2003 period compared to the corresponding period of 2002, while yields on corporate bonds decreased 64 basis points (0.64%) over the same time periods.  Increases in investment interest income due to volume were comprised of increases due to U.S. government agency securities of $5.2 million which were partially offset by decreases due to asset backed securities of $3.4 million.  Average investment securities for the first nine months of 2003 included increases in U.S. government agencies of $117.0 million and decreases in average asset backed securities of $73.8 million compared to 2002 averages over the same period.

Interest expense on deposits dropped $15.1 million for the first nine months of 2003 compared to the same period of 2002 due primarily to decreases in interest rates.  Deposit costs were 1.97% for the first nine months of 2003 compared to 2.63% for the first nine months of 2002.  The rate on savings deposits fell 47 basis points (0.47%) resulting in a decrease to interest expense of $4.2 million for the first nine months of 2003 compared to the first nine months of 2002.  The rate on time deposits for 2003 also declined, down 82 basis points (0.82%) compared to 2002 levels, resulting in a decrease to interest expense of $11.1 million for the first nine months of 2003.  The Corporation's deposit mix also changed for the first nine months of 2003 as clients registered a preference for savings deposits during continuing economic uncertainties.  Average savings deposits increased $87.2 million for 2003 compared to 2002 averages while average time deposits dropped $59.6 million over the same time frame.  During its management of deposit levels and mix, the Corporation continues to evaluate the cost of time deposits compared to alternative funding sources as it balances its goals of providing clients with the competitive rates they are looking for while also minimizing the Corporation's cost of funds.

Interest expense on short-term borrowings increased $286 thousand for the first nine months of 2003 compared to the same period in 2002 as decreases in interest expense due to rate of $2.2 million were, for the most part, offset by increases in interest expense due to volume of $2.5 million compared to 2002 levels.  The cost of short-term borrowings for the 2003 period decreased by 58 basis points (0.58%) compared to 2002 costs of 1.84%. The average balance of short-term borrowings increased by $182.5 million for the first nine months of 2003 over averages for the same period in 2002.  The increase in short-term borrowings is due in part to $100 million of long-term debt that matured during the fourth quarter of 2002

19

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (continued)

First Nine Months of 2003 as Compared to the First Nine Months of 2002
(continued)

and was replaced with short-term borrowings.  In addition, the increase in short-term borrowings can be attributed to the pre-investment strategy implemented during the second quarter of 2003, which is described in the "Interest Sensitivity" section of this report.

Interest expense on long-term debt decreased $4.2 million for the first nine months of 2003 compared to the corresponding period of 2002, primarily as a result of volume decreases.  Average long-term debt for the nine months of 2003 decreased by $98.6 million compared to 2002 averages.

The provision for credit losses is an amount added to the allowance against which credit losses are charged.  The amount of the provision is determined by management based upon its assessment of the size and quality of the loan portfolio and the adequacy of the allowance in relation to the risks inherent within the loan portfolio.  The provision for credit losses was $10.4 million for the nine months of 2003 compared to $9.0 million for the nine months of 2002.  Net charge-offs against the allowance for credit losses were $8.7 million for the first nine months of 2003 compared to $8.4 million for the same period of 2002.  Net charge-offs as a percent of average loans outstanding were 0.33% for the first nine months of 2003 and 0.32% for the first nine months of 2002.  The provision for credit losses as a percent of net charge-offs was 119.32% at September 30, 2003 compared to 107.59% at September 30, 2002.  Management continues to gather additional data related to its loan portfolio to make sure material trends and factors are considered in management's evaluation of the adequacy of the allowance for credit losses.  See the "Credit Review" section for any analysis of the quality of the loan portfolio.























20

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (continued)

First Nine Months of 2003 as Compared to the First Nine Months of 2002
(continued)

Below is an analysis of the consolidated allowance for credit losses for the nine month periods ended September 30, 2003 and 2002:

	2003		2002
	(amounts in thousands)
Balance January 1,	$	34,496	$	34,157
Loans charged off:
Commercial, financial and agricultural		3,307		4,633
Real estate-construction		384		3
Real estate-commercial		978		349
Real estate-residential		2,688		1,627
Loans to individuals		2,548		3,081
Lease financing receivables		260		307
Total loans charged off		10,165		10,000
Recoveries of previously charged off loans:
Commercial, financial and agricultural		925		1,086
Real estate-construction		0		0
Real estate-commercial		0		0
Real estate-residential		16		16
Loans to individuals		491		502
Lease financing receivables		0		5
Total recoveries		1,432		1,609
Net charge offs		8,733		8,391
Provision charged to operations		10,420		9,028
Balance September 30,	$	36,183	$	34,794

Net securities gains were $5.6 million during the first nine months of 2003 compared to $641 thousand for the first nine months of 2002.  Securities gains during the 2003 period resulted primarily from the sale of Pennsylvania bank stocks with book values of $7.3 million and fixed rate corporate bonds classified as securities "available for sale" with book values of $34.5 million.  The corporate bonds sold during 2003 had an average remaining life of one year and the proceeds were reinvested in adjustable rate trust preferred securities with maturities of 30 years and mortgage backed securities with an average life of 3.6 years.  This reinvestment strategy was initiated to partially mitigate the Corporation's exposure to low and declining interest rates.  Securities gains during the 2002 period resulted primarily from the sale of Pennsylvania bank stocks, U.S. treasury securities and fixed rate corporate bonds classified as securities "available for sale". 



21

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (continued)

First Nine Months of 2003 as Compared to the First Nine Months of 2002
(continued)

Trust income was relatively stable for the first nine months of 2003 compared to the first nine months of 2002.  Although fee revenue continues to be negatively impacted by low market values, the enhanced referral programs and integrated growth plans for financial affiliates that have been initiated have helped to offset this trend.  The Corporation's continued success in building relationships with commercial clients provides fee based affiliates with additional sales opportunities through the "Total Solutions Financial Management" ("TSFM") process.  This strategy combines products, services and professional staff from the Corporation's trust, insurance, financial advisory and banking affiliates and partners them in providing comprehensive financial services offerings.

Service charges on deposits are the Corporation's most significant component of non-interest income and increased $1.1 million for the first nine months of 2003 compared to the corresponding period of 2002.  Increases in insufficient funds fees "NSF" of $1.6 million for the first nine months of 2003 were partially offset by decreases in maintenance fees on deposit accounts of $321 thousand compared to 2002 levels.  Management strives to implement reasonable fees for services and closely monitors collection of those fees.

The 2003 period included a $3.1 million gain on the sale of two branches.  The gain occurred in the third quarter of 2003 as First Commonwealth Bank, a wholly-owned subsidiary of the registrant sold two of its branch offices.  The branches were located at 15 South Main Street in Chambersburg, PA and 1720 Lincoln Highway East in Guilford Township, PA.  The sale included $29.2 million in deposit liabilities and $4.4 million in loans associated with the two offices.

Insurance commissions fell $307 thousand for the 2003 period as decreases in annuity commissions were larger than the increases that were generated in all other insurance categories.  As part of the previously discussed TSFM process, the Corporation's insurance subsidiary will continue to have expanded opportunities to meet the insurance needs of commercial clients.  In addition, the Corporation has developed "FOCUS" a financial planning tool designed to help clients prioritize and assess their financial needs.  The "FOCUS" concept results in a systematic approach covering a wide range of personal financial goals including appropriate insurance coverage.

Other income for the first nine months of 2003 rose $1.7 million from the $8.6 million reported in the first nine months of 2002.  Other income for the first nine months of 2003 included increases in STAR interchange fees and merchant discount income of $671 thousand and $670 thousand, respectively, versus 2002 results.  Gains on the sale of residential mortgage loans including the sale of the related servicing rights increased by $467 thousand for the first nine months of 2003 versus 2002.  The increases in other income for the 2003 period compared to 2002 were partially offset by decreases in debit card interchange fees and gains on sale of foreclosed property.


22

 FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (continued)

First Nine Months of 2003 as Compared to the First Nine Months of 2002
(continued)

Noninterest expense was $84.2 million for the first nine months of 2003 reflecting a decrease of $12.3 million from the 2002 level of $96.5 million, primarily reflecting the effects of the previously mentioned litigation settlement and restructuring charges included in 2002 costs.  The 2002 period included the $8.0 million litigation charge while the 2003 period included a $610 thousand recovery from insurance coverage related to the settlement.  The 2002 period also included a $5.6 million restructuring charge related to employee separation pay and costs related to merging the Corporation's two subsidiary banks into one charter.

Employee costs were $45.6 million for the first nine months of 2003, representing an increase of $1.7 million over 2002 levels.  Salary costs for the first nine months of 2003 increased $693 thousand or 2.04% compared to 2002 levels of $34.0 million.  Salary costs for 2003 include on-going savings resulting from the merger of the Corporation's banking subsidiaries under one charter and the consolidation of support functions which caused some staff positions to be eliminated during 2002.  These staffing reductions were part of the corporate restructuring initiative that also provided severance benefits to affected employees.  Severance costs were expensed as incurred during 2002 while monthly cash payments for some individuals continue during 2003.  Employee benefit costs rose $1.0 million or 10.5% for the first nine months of 2003 with the largest increase being hospitalization costs, which were up $822 thousand or 23.0%.  The Corporation continues to evaluate its current menu of employee benefits to provide a competitive benefits package while also managing costs.
 
Net occupancy expense increased $801 thousand for the first nine months of 2003 and included increases in building repairs and maintenance, net rental expense and utilities compared to 2002 costs.  Much of these increases were due to increased utility costs and snow removal expenses resulting from the harsh winter.  The 2003 period also included an increase in the amortization of the purchase accounting adjustments related to premises of $340 thousand over the 2002 period.  An adjustment of $291 thousand was taken during the 2003 period for the write off of the remaining purchase accounting adjustment for three branch offices that were closed during the third quarter.  These branch offices were closed and their clients are served at nearby existing branch offices.  The Corporation continues to actively evaluate its branch delivery network to optimize client service in existing branch offices and to continue expansion into growth markets.  The execution of these initiatives may continue to impact occupancy and other expenses in future periods. 

Amortization of core deposit intangibles declined by $180 thousand for the first nine months of 2003 compared to 2002 amortization as amounts related to certain acquisitions became fully amortized during 2002. 


23

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (continued)

First Nine Months of 2003 as Compared to the First Nine Months of 2002
(continued)

Other operating expenses for the 2003 period were $20.7 million reflecting a decrease of $1.4 million (6.4%) from the 2002 amount of $22.1 million.  The first nine months of 2003 included decreases in loss on sale of assets (primarily leased vehicles), other professional fees and telephone expenses of $278 thousand, $1.3 million and $387 thousand, respectively compared to 2002 costs.  Directors' fees for the 2003 period reflected decreases of $379 thousand resulting from the restructuring of the Corporation's Boards of Directors and committees during 2002. Legal fees were also $281 thousand lower in the first nine months of 2003 compared to the first nine months of 2002.  The first nine months of 2003 included an increase in charge card interchange charges of $576 thousand compared to the first nine months of 2002.   

Income tax expense increased $4.6 million for the first nine months of 2003 compared to the first nine months of 2002.  The 2002 period included a $2.8 million tax effect related to the $8.0 million litigation settlement recorded during 2002 as well as a $2.8 million tax effect related to the 2002 restructuring charges.  The Corporation's effective tax rate was 20.2% for the first nine months of 2003 compared to 15.6% for the corresponding period of 2002.

Three Months Ended September 30, 2003 as Compared to the Three Months Ended
September 30, 2002

Net income was $13.8 million for the third quarter of 2003 reflecting an increase of $1.6 million compared to 2002 results of $12.2 million. The change in net income for the 2003 period reflected decreases in non-interest expenses primarily related to nonrecurring expenses included in the 2002 period and a gain on the sale of two branches in the 2003 period.  Restructuring charges of $2.5 million ($1.6 million net of tax) were included in results of operations for the third quarter of 2002.  The 2003 period included a gain of $3.1 million ($2.0 million net of taxes) related to the sale of two branches. 

Net interest income for the third quarter of 2003 reflected a decrease compared to the amount reported for the corresponding period of 2002. The decrease in net interest income was partially offset by increases in non-interest income for the 2003 quarter compared to the 2002 quarter.  Basic and diluted earnings per share were $0.23 for the third quarter of 2003 compared to $0.21 for the third quarter of 2002.  Return on average assets was 1.14% and return on average equity was 13.63% for the third quarter of 2003 compared to 1.06% and 12.11%, respectively, for the third quarter of 2002.






24

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (continued)

Three Months Ended September 30, 2003 as Compared to the Three Months Ended
September 30, 2002 (continued)

Net interest income for the third quarter of 2003 of $35.0 million represented a decrease of $3.3 million compared to the third quarter of 2002.  Net interest margin (net interest income, on a tax-equivalent basis, as a percentage of average earning assets) for the 2003 period was 3.31% reflecting a decrease of 47 basis points (0.47%) from 3.78% reported in 2002 as asset yields declined more than the cost of funds.
 
Interest and fees on loans for the three months ended September 30, 2003 decreased $4.9 million compared to the three months ended September 30, 2002, primarily as a result of rate decreases, most notably for variable rate commercial loans.  The total tax-equivalent yield on loans for the third quarter of 2003 was 6.35% representing a decrease of 70 basis points (0.70%)compared to yields for the third quarter of 2002.  Average loans for the third quarter of 2003 decreased $7.9 million compared to averages for the third quarter of 2002 and included deceases in average residential mortgage loans and leases which were partially offset by increases in commercial loans, municipal loans, installment loans and home equity loans.

Interest income on investments for the three months ended September 30, 2003 was $19.5 million, reflecting a decrease of $4.3 million compared to the three months ended September 30, 2002.  The total tax equivalent yield on investments was 4.33% for the third quarter of 2003 compared to 5.94% for the third quarter of 2002.  Changes in investment income due to rate totaled $7.6 million for the 2003 period as overall interest rates were lower than in the prior year.  Rate decreases during 2003 were slightly offset by volume increases, most notably, volume increases for U.S. government agency securities and municipal investments. Average investments increased by $248.7 million for the third quarter of 2003 compared to averages for the third quarter of 2002. 

Interest on deposits dropped $4.8 million for the three months ended September 30, 2003 compared to the three months ended September 30, 2002 as both rates and volumes declined for the 2003 period.  Interest expense on savings reflected decreases due to rate of $1.5 million for the 2003 period as savings costs fell from 1.05% in 2002 to 0.58% in 2003.  Interest on time deposits reflected decreases due to rate of $1.6 million and decreases due to volume of $1.9 million for the third quarter of 2003 compared to the third quarter of 2002.  The cost of time deposits was 3.32% for 2003 compared to 4.02% for 2002.  Average time deposits were $1,527.8 million for 2003 compared to $1,607.6 million for the corresponding period of 2002, reflecting a decrease of $79.8 million.








25

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (continued)

Three Months Ended September 30, 2003 as Compared to the Three Months Ended
September 30, 2002 (continued)
 
Interest expense on short-term borrowings rose for the third quarter of 2003 compared to the third quarter of 2002 as increases in interest expense due to volume were partially offset by decreases in interest expense due to rate.  Average short-term borrowings increased $326.7 million for the third quarter of 2003 compared to 2002 averages for the same period, due in part to $100 million of long-term debt maturing in the fourth quarter of 2002 that was rolled into short-term borrowings.  The largest portion of the additional increase in short-term borrowings can primarily be attributed to the pre-investment strategy implemented during the second quarter of 2003, which is described in the "Interest Sensitivity" section of this report.  Interest expense on long-term debt for the three months ended September 30, 2003 fell $1.5 million from $9.7 million reported for the three months ended September 30, 2002 primarily as a result of volume decreases.  Average long-term debt was $102.9 million lower in the third quarter of 2003 compared to averages for the third quarter of 2002. 
 
The provision for credit losses was $3.5 million for the three months ended September 30, 2003 compared to $3.1 million for the three months ended September 30, 2002.  Net charge-offs for the third quarter of 2003 were $2.9 million, an increase of $305 thousand from net charge-offs for the third quarter of 2002. 

Net securities gains were $166 thousand for the third quarter of 2003 compared to securities gains of $26 thousand for the third quarter of 2002.  The 2003 period included gains that were primarily from the sale of Pennsylvania bank stocks and municipal securities with book values of $615 thousand and $6.1 million, respectively.  The 2002 period included gains from the call of municipal securities classified as "held to maturity" with book values of $3.4 million.

Service charges on deposits increased by $437 thousand for the three months ended September 30, 2003 compared to the three months ended September 30, 2002.  This increase is due in part to increases in insufficient funds fees "NSF" for the third quarter of 2003 compared to 2002 levels. 

Other income for the third quarter of 2003 rose $897 thousand from the $2.9 million reported for the third quarter of 2002.  Other income for the 2003 period included increases in merchant discount income of $240 thousand versus 2002 results.  This increase for the 2003 period was partially offset by decreases in ATM surcharges and sold mortgage servicing fees.







26

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (continued)

Three Months Ended September 30, 2003 as Compared to the Three Months Ended
September 30, 2002 (continued)
 
Total noninterest expense for the three months ended September 30, 2003 was $28.0 million reflecting a decrease of $1.5 million from the $29.5 million that was reported for the corresponding period of 2002.  The decrease in 2003 resulted primarily from the previously discussed restructuring charges of $2.5 million that were included in the 2002 period.  Employee costs were $15.2 million for the third quarter of 2003, representing an increase of $658 thousand over 2002 levels.  Salary costs for the three months of 2003 increased by 3.1% compared to 2002 levels.  Salary costs for 2003 include on-going savings resulting from the merger of the Corporation's banking subsidiaries under one charter and the consolidation of support functions which caused some staff positions to be eliminated during 2002.  Employee benefit costs rose $305 thousand or 9.7% for the third quarter of 2003 with the largest increase being hospitalization costs, which were up $280 thousand or 23.4% compared to 2002 levels.

Net occupancy expense increased $355 thousand for the three months ended September 30, 2003 compared to the three months ended September 30, 2002.  The increases in 2003 were primarily due to increases in building repairs and maintenance of $57 thousand and increases in the amortization of the purchase accounting adjustments related to premises of $290 thousand over the 2002 period.  An adjustment of $291 thousand was taken during the 2003 period for the write off of the remaining purchase accounting adjustment for three branches that were closed during the third quarter. 

Other operating expenses for the third quarter of 2003 were $6.5 million reflecting a decrease of $388 thousand from the 2002 amount of $6.9 million.  The most notable decreases in other operating expenses for the third quarter of 2003 compared to the third quarter of 2002 occurred in other professional fees, fees related to collection and repossession activities and loss on sale of assets which decreased by $478 thousand, $116 thousand and $107 thousand, respectively.  Other operating expenses for the third quarter of 2003 were also positively impacted by reductions in telephone costs due in part to active management of both voice and data line expenses by the Corporation's data processing and technology affiliate.  The three months ended September 30, 2003 included increases in charge card interchange costs and PA sales tax compared to the three months ended September 30, 2002.  In addition, increases of $235 thousand were reflected in contribution expenses in the 2003 period compared to 2002.  The increase was due to the contribution of three consolidated branch buildings in the 2003 period to local municipalities.  The customer service of these three branch offices was consolidated into nearby existing branch offices during the third quarter of 2003.

Income tax expense increased $564 thousand for the third quarter of 2003 compared to the third quarter of 2002 primarily as a result of increases in income before taxes of $2.2 million over 2002 levels.  Tax expense for 2002 included the $866 thousand tax effect related to the 2002 restructuring charges.  Tax expense for the third quarter of 2003 was positively impacted by an increase in tax-free municipal income compared to 2002 levels.  The Corporation's effective tax rate was 20.2% for the third quarter of 2003 compared to 19.5% for the corresponding period of 2002.

27

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

LIQUIDITY

Liquidity is a measure of the Corporation's ability to efficiently meet normal cash flow requirements of both borrowers and depositors.  In the ordinary course of business, funds are generated from the banking subsidiary's core deposit base and the maturity or repayment of earning assets such as securities and loans.  As an additional secondary source, short-term liquidity needs may be provided through the use of overnight Federal funds purchased, borrowings through use of lines available for repurchase agreements, and borrowings from the Federal Reserve Bank.  Additionally, the banking subsidiary is a member of the Federal Home Loan Bank and may borrow under overnight and term borrowing arrangements.  The sale of earning assets may also provide an additional source of liquidity.  In addition to the previously described funding sources, the Corporation also has the ability to access the capital markets.

Liquidity risk stems from the possibility that the Corporation may not be able to meet current or future financial obligations, or the Corporation may become overly reliant on alternative funding sources.  The Corporation maintains a liquidity management policy to manage this risk.  This policy identifies the primary sources of liquidity, establishes procedures for monitoring and measuring liquidity and quantifies minimum liquidity requirements which comply with regulatory requirements.  The policy also includes a liquidity contingency plan to address funding needs to maintain liquidity under a variety of business conditions.  The Corporation's liquidity position is monitored by the Asset/Liability Management Committee ("ALCO").

At September 30, 2003 total earning assets were $4,588.5 million, up from the $4,291.2 million recorded at December 31, 2002.  Net loans decreased $12.9 million for the first nine months of 2003.  The 2003 period included increases in commercial loans, municipal loans and loans to individuals of $38.5 million, $11.7 million and $22.1 million, respectively, over 2002 year-end levels.  These increases were offset by decreases of $63.5 million in residential real estate loans, due in part to the continued run-off of the existing portfolio and sale of new loan production as the Corporation continues to change its loan mix, and decreases of $14.4 million in the Corporation's auto lease portfolio as the Corporation has discontinued its automobile leasing activities.  The 2003 period also reflected decreases in construction loans of $8.6 million over year-end 2002 levels.  Investment securities increased $309.7 million for the first nine months of 2003 due in part to a $150 million pre-investment strategy that is described in the "Interest Sensitivity" section of this report.

 










28

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

LIQUIDITY (continued)

Total deposits increased $106.7 million for the first nine months of 2003.  This included increases in total savings deposits of $119.6 million and demand deposits of $15.6 million compared to year-end 2002.  These increases were partially offset by decreases in time deposits of $28.6 million.  Included in time deposits for the first nine months of 2003 were $100 million of brokered deposits with a weighted average term of 27 months.  Proceeds from the issuance of brokered deposits were utilized to pay down short-term borrowings during the first quarter of 2003.  Short-term borrowings increased $186.3 million during the 2003 period to $655.4 million compared to $469.1 million at December 31, 2002.  Short-term borrowings of $150 million were used to fund the previously mentioned pre-investment strategy.

Marketable securities that the Corporation holds in its investment portfolio are an additional source of liquidity.  These securities are classified as "securities available for sale" and while the Corporation does not have specific intentions to sell these securities, they have been designated as "available for sale" because they may be sold for the purpose of obtaining future liquidity, for management of interest rate risk or as part of the implementation of tax management strategies.  As of September 30, 2003, securities available for sale had an amortized cost of $1,849.4 million and an approximate fair value of $1,876.0 million.

Interest Sensitivity

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, currency exchange rates or equity prices.  The Corporation's market risk is composed primarily of interest rate risk.  Interest rate risk results principally from timing differences in the repricing of assets and liabilities, changes in the relationship of rate indices and the potential exercise of free standing or embedded options.

The objective of interest rate sensitivity management is to maintain an appropriate balance between the stable growth of income and the risks associated with maximizing income through interest sensitivity imbalances.  While no single number can accurately describe the impact of changes in interest rates on net interest income, interest rate sensitivity positions, or "gaps", when measured over a variety of time periods, may be helpful.

An asset or liability is considered to be interest-sensitive if the rate it yields or bears is subject to change within a predetermined time period.  If interest-sensitive assets ("ISA") exceed interest-sensitive liabilities ("ISL") during the prescribed time period, a positive gap results.  Conversely, when ISL exceed ISA during a time period, a negative gap results.









29

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Interest Sensitivity (continued)

The cumulative gap at the 365-day repricing period was negative in the amount of $729.9 million or 15.14% of total assets at September 30, 2003.  A positive gap tends to indicate that earnings will be impacted favorably if interest rates rise during the period and negatively when interest rates fall during the time period.  A negative gap tends to indicate that earnings will be affected inversely to interest rate changes.  In other words, as interest rates fall, a negative gap should tend to produce a positive effect on earnings, and when interest rates rise, a negative gap should tend to affect earnings negatively.

The primary components of ISA include adjustable rate loans and investments, loan repayments, investment maturities and money market investments.  The primary components of ISL include maturing certificates of deposit, money market deposits, savings deposits, NOW accounts and short-term borrowings.

The following table lists the amounts and ratios of assets and liabilities with rates or yields subject to change within the periods indicated as of September 30, 2003, and December 31, 2002 (dollar amounts in thousands):

	September 30, 2003
	0-90   Days		91-180   Days		181-365   Days		Cumulative 0-365 Days
Loans	$	1,010,976	$	171,061	$	297,170	$	1,479,207
Investments		226,555		174,837		224,378		625,770
Other interest-earning assets		800		0		0		800
Total interest-sensitive assets		1,238,331		345,898		521,548		2,105,777
Certificates of deposit		269,702		247,054		368,993		885,749
Other deposits		1,292,168		0		0		1,292,168
Borrowings		655,324		1,102		1,355		657,781
Total interest-sensitive liabilities		2,217,194		248,156		370,348		2,835,698
Gap	$	(978,863)	$	97,742	$	151,200	$	(729,921)
ISA/ISL		0.56		1.39		1.41		0.74
Gap/Total assets		20.31%		2.03%		3.14%		15.14%

30

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Interest Sensitivity (continued)

	December 31, 2002
	0-90   Days		91-180   Days		181-365   Days		Cumulative 0-365 Days
Loans	$	962,398	$	157,172	$	295,273	$	1,414,843
Investments		292,206		162,578		262,287		717,071
Other interest-earning assets		1,973		0		0		1,973
Total interest-sensitive assets		1,256,577		319,750		557,560		2,133,887
Certificates of deposits		354,625		170,687		263,882		789,194
Other deposits		1,172,538		0		0		1,172,538
Borrowings		469,735		905		1,483		472,123
Total interest-sensitive liabilities		1,996,898		171,592		265,365		2,433,855
Gap	$	(740,321)	$	148,158	$	292,195	$	(299,968)
ISA/ISL		0.63		1.86		2.10		0.88
Gap/Total assets		16.36%		3.27%		6.46%		6.63%

Although the periodic gap analysis provides management with a method of measuring current interest rate risk, it only measures rate sensitivity at a specific point in time, and as a result may not accurately predict the impact of changes in general levels of interest rates or net interest income.  This is exemplified as the gap analysis shows the Corporation's earnings to be negatively impacted by rising rates, but computer modeling indicates that rising rates would have a favorable impact on earnings.  Therefore, to more precisely measure the impact of interest rate changes on the Corporation's net interest income, management simulates the potential effects of changing interest rates through computer modeling.  The income simulation model used by the Corporation captures all assets, liabilities, and off-balance sheet financial instruments, accounting for significant variables that are believed to be affected by interest rates.  These variables include prepayment speeds on mortgage loans and mortgage backed securities, cash flows from loans, deposits and investments and balance sheet growth assumptions.  The model also captures embedded options, such as interest rate caps/floors or call options, and accounts for changes in rate relationships as various rate indices lead or lag changes in market rates.  The Corporation is then better able to implement strategies that would include an acceleration of a deposit rate reduction or lag in a deposit rate increase.  The repricing strategies for loans would be inversely related.











31

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Interest Sensitivity (continued)

The Corporation's asset/liability management policy guidelines limit interest rate risk exposure for the succeeding twelve-month period.  Simulations are prepared under the base case where interest rates remain flat and most likely case where interest rates are defined using projections of economic factors.  Additional simulations are produced estimating the impact on net interest income of a 200 basis point (2.00%) movement upward or downward which cannot result in more than a 5.0% change in either direction in net interest income when compared to the base case.  The analysis at September 30, 2003 indicated that a 200 basis point (2.00%) increase in interest rates would increase net interest income 271 basis points (2.71%) above the base case scenario and a 200 basis point (2.00%) decline in interest rates would decrease net interest income by 546 basis points (5.46%) below the base case scenario, over the next twelve months.  While the 200 basis points (2.00%) declining rate scenario currently exceeds the -5.00% policy limit by 46 basis points (0.46%), it is recognized by the corporation that this declining rate scenario is unrealistic in the current rate environment with the federal funds rate at only 1.00%.

The Corporation's "Asset/Liability Management Committee" ("ALCO") is responsible for the identification, assessment and management of interest rate risk exposure, liquidity, capital adequacy and investment portfolio position.  The primary objective of the ALCO process is to ensure that the Corporation's balance sheet structure maintains prudent levels of risk within the context of currently known and forecasted economic conditions and to establish strategies which provide the Corporation with appropriate compensation for the assumption of those risks.  The ALCO attempts to mitigate interest rate risk through the use of strategies such as asset sales, asset and liability pricing and matched maturity funding.  The Corporation's senior management establishes ALCO strategies. 

The Corporation entered into an interest rate swap transaction during the third quarter of 2003.  The swap has a three-year maturity and involves hedging adjustable LIBOR based commercial loans with a receive-fixed interest rate swap of $25 million notional amount.  The ALCO continues to evaluate the use of additional derivative instruments to protect against the risk of adverse price or interest rate movements on the values of certain assets and liabilities. 

To minimize its exposure to falling interest rates, the Corporation implemented a pre-investment strategy during the second quarter of 2003 whereby a portion of the cash flows from securities expected to mature or repay within four to six months were reinvested before their maturity or repayment dates by utilizing $150 million of short-term borrowings as an interim funding source.  This strategy was implemented to lock in current reinvestment rates to prevent further yield decreases as interest rates continue to fall and should have an overall positive impact on investment yields.







32

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

CREDIT REVIEW

The following table identifies amounts of loan losses and nonperforming loans.  Past due loans are those which were contractually past due 90 days or more as to interest or principal payments but are well secured and in the process of collection.  Renegotiated loans are those loans which terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of the deteriorating financial position of the borrower and are in compliance with the restructured terms.

	At September 30,
	2003		2002
	(amounts in thousands)
Nonperforming Loans:
Loans on nonaccrual basis	$	18,430	$	24,463
Past due loans		13,949		14,385
Renegotiated loans		198		209
Total nonperforming loans	$	32,577	$	39,057
Other real estate owned	$	1,698	$	1,662
Loans outstanding at end of period	$	2,597,443	$	2,617,465
Average loans outstanding (year-to-date)	$	2,630,009	$	2,596,081
Nonperforming loans as percent of total loans		1.25%		1.49%
Provision for credit losses	$	10,420	$	9,028
Net charge-offs	$	8,733	$	8,391
Net charge-offs as a percent of average loans outstanding		0.33%		0.32%
Provision for credit losses as a percent of net charge-offs		119.32%		107.59%
Allowance for credit losses as a percent of average loans outstanding		1.38%		1.34%
Allowance for credit losses as a percent of end-of-period loans outstanding		1.39%		1.33%
Allowance for credit losses as a percent of nonperforming loans		111.07%		89.09%

33

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

CREDIT REVIEW (continued)

The Corporation considers a loan to be impaired when, based on current information and events, it is probable that the Corporation will be unable to collect principal or interest due according to the contractual terms of the loan.  Loan impairment is measured based on the present value of expected cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent.  Payments received on impaired loans are applied against the recorded investment in the loan.  For loans other than those that the Corporation expects repayment through liquidation of the collateral, when the remaining recorded investment in the impaired loan is less than or equal to the present value of the expected cash flows, income is recorded on a cash basis.  Impaired loans include loans on a nonaccrual basis and renegotiated loans.

The following table identifies impaired loans, and information regarding the relationship of impaired loans to the reserve for credit losses at September 30, 2003 and September 30, 2002:

	2003		2002
	(amounts in thousands)
Recorded investment in impaired loans at end  of period	$	18,628	$	24,672
Year to date average balance of impaired loans	$	21,511	$	25,009
Allowance for credit losses related to  impaired loans	$	5,209	$	6,113
Impaired loans with an allocation of the  allowance for credit losses	$	14,453	$	15,640
Impaired loans with no allocation of the allowance  for credit losses	$	4,175	$	9,032
Year to date income recorded on impaired loans  on a cash basis	$	487	$	220

Other than those described above, there are no material credits that management has serious doubts as to the borrower's ability to comply with the present loan repayment terms.  Additionally, the portfolio is well diversified and as of September 30, 2003, there were no significant concentrations of credit.

Nonperforming loans at September 30, 2003 decreased $6.5 million compared to 2002 levels as nonaccrual loans, past due loans and renegotiated loans decreased compared to September 30, 2002.  The decrease in nonaccrual loan levels of $6.0 million was primarily due to decreases in nonaccrual commercial loans.  Nonaccrual loans include two significant credits in both periods.  The largest credit ($6.1 million as of September 30, 2003) carries an 80% guaranty of a U.S. government agency.  While a sale of the underlying assets is pending through bankruptcy court, delays with the


34

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

CREDIT REVIEW (continued)

bankruptcy process would result in a delay of the final sale and resolution of the remaining balance.  The second credit, which was $3.0 million at September 30, 2003, continues to be resolved through the liquidation of collateral and exercising other remedies.  While the timing of final resolution of this credit is uncertain, management's estimate of the potential loss on this credit is reserved.

Past due loans for the 2003 period remained relatively stable to the corresponding period of 2002 and included decreases in loans secured by 1-4 family residential real estate, which were offset by loans secured by commercial real estate.  Nonperforming loans as a percent of total loans was 1.25% at September 30, 2003 compared to 1.47% at December 31, 2002, and 1.49% at September 30, 2002, while the allowance for credit losses as a percent of nonperforming loans was 111.07%, 89.76% and 89.09%, respectively for the same periods.

The Corporation's loan portfolio continues to be monitored by senior management to identify potential portfolio risks and detect potential credit deterioration in the early stages.  This process includes close monitoring of watchlist credits for progress or deterioration, as well as evaluating the status of significant nonperforming credits and loan loss adequacy.  Credit risk is mitigated during the loan origination process through the use of sound underwriting policies and collateral requirements.

The Corporation maintains an allowance for credit losses at a level deemed sufficient to absorb losses, which are inherent in the loan and lease portfolios at each balance sheet date.  Management reviews the adequacy of the allowance on a quarterly basis to ensure that the provision for credit losses has been charged against earnings in an amount necessary to maintain the allowance at a level that is appropriate based on management's assessment of probable estimated losses.  The Corporation's methodology for assessing the appropriateness of the allowance for credit losses consists of several key elements.  These elements include a specific allowance for primary watch list classified loans, a formula allowance based on historical trends, an additional allowance for special circumstances and an unallocated allowance.

While the Corporation consistently applies a comprehensive methodology and procedure, allowance for credit loss methodologies incorporate management's current judgments about the credit quality of the loan portfolio, as well as collection probabilities for problem credits.  Although management considers the allowance for credit losses to be adequate based on information currently available, additional allowance for credit loss provisions may be necessary due to changes in management estimates and assumptions about asset impairment, information about borrowers that indicate changes in the expected future cash flows or changes in economic conditions.  The allowance for credit losses and the provision for credit losses are significant elements of the Corporation's financial statements, therefore management periodically reviews the processes and procedures utilized in determining the allowance for credit losses to identify




35

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

CREDIT REVIEW (continued)

potential enhancements to these processes, including development of additional management information systems to ensure that all relevant factors are appropriately considered in the allowance analysis.  In addition, the Corporation maintains a system of internal controls that are independently monitored and tested by internal audit and loan review staff to ensure that the loss estimation model is maintained in accordance with internal policies and procedures, as well as generally accepted accounting principles.

CAPITAL RESOURCES

Equity capital was at $410.0 million at September 30, 2003, an increase of $8.6 million compared to December 31, 2002.  Dividends declared reduced equity by $27.5 million during the first nine months of 2003.  The retained net income of $13.1 million remained in permanent capital to fund future growth and expansion.  Payment by the Corporation's Employee Stock Ownership Plan ("ESOP") to reduce debt it incurred to acquire the Corporation's common stock for future distributions as employee compensation, net of fair value adjustments to unearned ESOP shares, increased equity by $804 thousand.  Amounts paid to fund the discount on reinvested dividends reduced equity by $519 thousand during the first nine months of 2003.  The market value adjustment to securities available for sale decreased equity by $8.6 million for the period, while the market value adjustment to the interest rate swap increased equity by $106 thousand.  Proceeds from the reissuance of treasury shares to fund stock options exercised increased equity by $3.4 million during 2003, while the tax benefit related to the stock options, increased equity by $142 thousand.  Equity capital was also impacted during 2003 by an increase of $203 thousand from the reissuance of treasury shares to fund contingent payments related to the acquisition of First Commonwealth Financial Advisors, which occurred during the first quarter of 2002.  This contingent payment of the Corporation's common stock was the first of four scheduled annual installments.

A strong capital base provides the Corporation with a foundation to expand lending, to protect depositors and to provide for growth while protecting against future uncertainties.  The evaluation of capital adequacy depends on a variety of factors, including asset quality, liquidity, earnings history and prospects, internal controls and management ability.  In consideration of these factors, management's primary emphasis with respect to the Corporation's capital position is to maintain an adequate and stable ratio of equity to assets.

The Federal Reserve Board has issued risk-based capital adequacy guidelines that are designed principally as a measure of credit risk.  These guidelines require:  (1) at least 50% of a banking organization's total capital be common and other "core" equity capital ("Tier I Capital"); (2) assets and off-balance-sheet items be weighted according to risk; (3) the total capital to risk-weighted assets ratio be at least 8%; and (4) a minimum leverage ratio of Tier I capital to average total assets.

The minimum leverage ratio is not specifically defined, but is generally expected to be 3-5 percent for all but the most highly rated banks, as determined by a regulatory rating system.


36

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

CAPITAL RESOURCES (continued)

The table below presents the Corporation's capital position at September 30, 2003:

	Amount (in thousands)	Percent of Adjusted Assets
Tier I Capital	$  419,450	13.1%
Risk-Based Requirement	127,674	4.0
Total Capital	455,633	14.3
Risk-Based Requirement	255,349	8.0
Minimum Leverage Capital	419,450	8.7
Minimum Leverage Requirement	144,119	3.0

For an institution to qualify as well capitalized under regulatory guidelines, Tier I, Total and Leverage Capital ratios must be at least 6.0%, 10.0%, and 5.0%, respectively.  At September 30, 2003, the Corporation's banking and trust subsidiaries exceeded those requirements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information appearing in Item 2 of this report under the caption "Interest Sensitivity" is incorporated herein by reference in response to this item.

ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure controls and procedures.  Within 90 days before filing this report, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures.  Our disclosure controls and procedures are the controls and other procedures that we designed to ensure that we record, process, summarize and report in a timely manner the information we must disclose in reports that we file with or submit to the SEC.  Joseph E. O'Dell, our President and Chief Executive Officer, and John J. Dolan, our Executive Vice President and Chief Financial Officer, reviewed and participated in this evaluation.  Based on this evaluation, Messrs. O'Dell and Dolan concluded that, as of the date of their evaluation, our disclosure controls were effective.

(b) Internal controls.  Since the date of evaluation described above, there have not been any significant changes in our internal accounting controls or in other factors that could significantly affect those controls.













37

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS
	There were no material legal proceedings to which the Corporation or its subsidiaries are a party, or of which any of their property is the subject, except proceedings which arise in the normal course of business and, in the opinion of management, will not have a material adverse effect on the consolidated operations or financial position of the Corporation and its subsidiaries.
ITEM 2.	CHANGES IN SECURITIES
	Not applicable
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES
	Not applicable
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	Not applicable
ITEM 5.	OTHER INFORMATION
	Not applicable
ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K
	(a) Exhibits
	Exhibit 10.1 Supplemental Executive Retirement Plan
	Exhibit 31.1 Chief Executive Officer Certification pursuant       to Section 302 of the Sarbanes-Oxley Act of 2002
	Exhibit 31.2 Chief Financial Officer Certification pursuant       to Section 302 of the Sarbanes-Oxley Act of 2002
	Exhibit 32.1 Chief Executive Officer Certification pursuant       to Section 906 of the Sarbanes-Oxley Act of 2002
	Exhibit 32.2 Chief Financial Officer Certification pursuant       to Section 906 of the Sarbanes-Oxley Act of 2002
	(b) Reports on Form 8-K
	Form 8-K dated July 17, 2003 reporting the Corporation's       press release announcing its earnings for the three and       six month periods ended June 30, 2003
	Form 8-K dated July 29, 2003 reporting that the       Corporation's subsidiary, First Commonwealth Bank, agreed       to sell two branch offices to Waypoint Bank
	Form 8-K dated August 12, 2003 reporting that the       Corporation entered into a definitive agreement to acquire       Pittsburgh Financial Corp.

38

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FIRST COMMONWEALTH FINANCIAL CORPORATION
(Registrant)

DATED:  November 10, 2003	/s/Joseph E. O'Dell
	Joseph E. O'Dell, President and Chief Executive Officer
DATED:  November 10, 2003	/s/John J. Dolan
	John J. Dolan, Executive Vice President and Chief Financial Officer

39

EX-10

Exhibit 10.1 Supplemental Executive Retirement Plan

FIRST COMMONWEALTH FINANCIAL CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




As Amended and Restated




Effective as of January 1, 2003

THIS PLAN, as amended and restated as of the 1^st day of January, 2003.

WITNESSETH

RECITALS

        The First Commonwealth Financial Corporation Supplemental Executive Retirement Plan (the "Plan") was originally adopted as of January 1, 1998, by First Commonwealth Financial Corporation, a bank holding company organized and existing under the laws of the Commonwealth of Pennsylvania (the "Employer") for certain Executive Employees (as defined herein) of the Employer.

        WHEREAS, pursuant to the authority reserved in Section 10.1 of the Plan, the Plan has been amended from time to time to incorporate changes that have been deemed appropriate;

        WHEREAS, as a result of these changes and certain other changes that are now deemed necessary, it is now desired that the Plan be amended and restated;

Accordingly, the Plan, as amended and restated, is hereby adopted.

TABLE OF CONTENTS

ARTICLE	TITLE	PAGE
I	DEFINITIONS	1
II	INTRODUCTION AND PURPOSE	4
	2.1 Introduction	4
	2.2 Purpose	4
	2.3 Interpretation and Intent	4
III	PARTICIPATION	5
	3.1 Initial Participation	5
	3.2 Additional Participation	5
	3.3 Termination of Employment	5
IV	CONTRIBUTIONS AND ALLOCATIONS	6
	4.1 Salary Reduction Contributions	6
	4.2 Non‑Elective Contributions.	6
	4.3 Termination of Employment           During Year	7
V	INVESTMENTS AND VALUATIONS	8
	5.1 Investment of Participant's Combined Account	8
	5.2 Adjustment of Investment Earnings	8
	5.3 Valuation of the Investment Funds	8
	5.4 Right to Change Procedures	9
	5.5 Statement of Accounts	9
VI	DETERMINATION AND DISTRIBUTION           OF BENEFITS	10
	6.1 Determination of Benefits Upon           Termination of Employment	10
	6.2 Determination of Benefits Upon           Death or Retirement	10
	6.3 Distribution of Vested Portion of           Participant's Combined Account	10
	6.4 Making of Distributions	11

VII	BENEFICIARIES; PARTICIPANT DATA	12
	7.1 Beneficiary Designations	12
	7.2 Communications	12
VIII	ADMINISTRATION	13
	8.1 Powers and Responsibilities of           Administrator	13
	8.2 Plan Sponsor	13
	8.3 Powers and Responsibilities of           Committee	13
	8.4 Claims Procedure	13
IX	TRUST FUND	15
	9.1 Establishment of Trust	15
	9.2 Right of Assignment and Transfer           of Interest	15
	9.3 Unfunded Nature of Plan	15
X	AMENDMENT AND TERMINATION	16
	10.1 Amendment	16
	10.2 Termination of Plan	16
XI	MISCELLANEOUS	17
	11.1 Limitation of Rights	17
	11.2 Headings	17
	11.3 Gender and Number	17
	11.4 Governing Law	17

ARTICLE I
DEFINITIONS

          As used in this Plan, the following words and phrases shall have the meaning set forth below, unless a different meaning is clearly required by the context:

1.1       "Act" means the Employee Retirement Income Security Act of 1974 (P.L. 93‑406, 29 USC Section 1001 et seq), as the same maybe amended from time to time.

1.2        "Administrator" means First Commonwealth Trust Company, of Indiana, Pennsylvania, or any successor or successors thereto designated by the Employer from time to time.

1.3       "Aggregate Account" means, with respect to each Participant, the value of all accounts maintained on behalf of that Participant.

1.4       "Anniversary Date" means December 31, 2003 and each thirty‑first day of December thereafter.

1.5       "Basic 401(k) Plan" means the First Commonwealth Financial Corporation 401(k) Retirement Savings and Investment Plan, as amended from time to time.

1.6       "Beneficiary" means the person to whom, or the entity to which, a share of a deceased Participant's interest in the Plan is payable.

1.7       "Board of Directors" means the Board of Directors of the Employer.

1.8       "Committee" means the Executive Compensation Committee of the Board of Directors of the Employer, as the same shall from time to time be constituted.

1.9        "Compensation" with respect to any Participant means such Participant's base compensation paid to him during the Plan Year plus overtime pay, bonuses, commissions and incentive pay but excluding any non-qualified deferred compensation, income from exercise of stock options, separation pay, early retirement pay, any reimbursement or other expense allowances and other taxable fringe benefits.

1.10       "Code" means the Internal Revenue Code of 1986 (26 USC), as amended from time to time.

1.11       "Deferred Compensation" means that portion of a Participant's remuneration which he would have been entitled to receive in cash during a calendar year but for a Salary Reduction Agreement between such Participant and the Employer.

1.12       "Effective Date" means the first day of January, 2003.  The original effective date of the Plan was January 1, 1998.

1.13       "Elective Contribution" means the Employer's contributions to this Plan that are made pursuant to the Participant's deferral election in accordance with Section 4.1 hereof.

1.14       "Employee" means any person employed by the Employer or of any subsidiaries or affiliates of which the Employer shall own a fifty percent (50%) or greater capital interest, but

1

shall not include consultants, directors who are not also employed by the Employer and other persons not employed by the Employer.

1.15       "Employer" means First Commonwealth Financial Corporation, a bank holding company, and any successor or successors thereto.

1.16       "ESOP" means the First Commonwealth Financial Corporation Employee Stock Ownership Plan, as amended from time to time.

1.17       "Executive Employee" means an Employee who is a member of the Employer's select group of management or highly compensated employees within the meaning of Section 201(2) of the Act (29 USC Section 1051(2)).

1.18       "Fiduciary" means any person who, or entity which, (a) exercises any discretionary authority or discretionary control respecting management of the Plan or exercises any authority or control respecting management or disposition of its assets, (b) renders investment advice for a fee or other compensation, direct or indirect, with respect to any moneys or other property of the Plan or has any authority or responsibility to do so, or (c) has any discretionary authority or discretionary responsibility in the administration of the Plan, including, but not limited to, the Trustee, the Employer and the Administrator.

1.19       "Forfeiture" means that portion of a Participant's Account that is not Vested, and occurs on the same date that a forfeiture would occur for the Participant under Basic 401(k) Plan.

1.20       "Former Participant" means a person who has once been a Participant hereunder but who is no longer an Employee and whose Vested Aggregate Account has not yet been fully distributed to him.

1.21        "Investment Funds" means the various investment funds established and maintained under the Trust which shall be identical, (to the extent possible), or similar to those maintained under the Basic 401(k) Plan; provided however, a stable value investment fund will be utilized under this Plan in lieu of the CD Fund which is an available investment option under the Basic 401(k) Plan.  To the extent the stable value fund is used as an investment option, the applicable rules under that fund for transferring out of such investment option shall apply to all monies invested therein.

1.22       "Labor Regulations" means the regulations of the United States Department of Labor (29 CFR), and as amended periodically.

1.23       "Non‑Elective Contribution" means a contribution made by the Employer on behalf of a Participant other than an Elective Contribution.

1.24       "Participant" means any Executive Employee who participates in this Plan.

1.25       "Participant's Combined Account" means the sum of a Participant's Elective Account and the Participant's Non‑Elective Account.

1.26       "Participant's Elective Account" means the account established and maintained by the Administrator for each Participant with respect to his interest in the Plan resulting from his Elective Contributions.

2

1.27       "Participant's Non‑Elective Account" means the account established and maintained by the Administrator for each Participant with respect to his interest in the Plan resulting from his Non‑Elective Contributions.

1.28       "Plan" means the First Commonwealth Financial Corporation Supplemental Executive Retirement Plan as contained herein or as subsequently amended and/or restated.

1.29       "Plan Compensation" means a Participant's Compensation, for each calendar year, in excess of the amount permitted to be reflected, for that calendar year, under the Basic Plan 401(k) Plan and ESOP because of the requirements of Section 401(a)(17) of the Code.

1.30       "Plan Year" means each calendar year commencing with the 2003 calendar year.

1.31       "Retirement Date" means the date on which a Participant can retire normally or because of disability in accordance with the provisions of the Basic 401(k) Plan.

1.32       "Salary Reduction Agreement" means an agreement between a Participant and the Employer, or, if applicable, with the subsidiary or affiliate employing the Participant, pursuant to which such Participant's Compensation shall be reduced and he shall be entitled to Deferred Compensation pursuant to Section 4.1 hereof.

1.33       "Treasury Regulation" means the income tax regulations as promulgated by the Secretary of the Treasury or his delegate (26 CFR), and as amended periodically.

1.34        "Trust Administrative Committee" means the Trust Administrative Committee of the Trustee which shall have the authority to review, approve and modify Participant requests for changes in the allocation of investments under the Plan with respect to a Participant's Elective Account and Non-Elective Account.

1.35       "Trust Agreement" means that certain Agreement and Declaration of Trust made and entered into of even date with the Plan by and between the Employer, as settlor, and the Trustee used for funding the benefits accrued hereunder, and any amendments, substitutions or recodifications thereto.

1.36       "Trust Fund" means the assets held in trust by the Trustee from time to time pursuant to the Trust Agreement.

1.37       "Trustee" means First Commonwealth Trust Company of Indiana, Pennsylvania, and any successor or successors thereto.

1.38        "Valuation Date" means each day during the year in which the New York Stock Exchange is open for trading.

1.39       "Vested" means the non‑forfeitable portion of any account maintained on behalf of a Participant.

3

ARTICLE II
INTRODUCTION AND PURPOSE

2.1       Introduction

               This Plan continues to constitute "a plan which is unfunded and maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees" within the meaning of Section 201(2) of the Act (29 USC Section 1051(2)) and the Labor Regulations applicable thereto. Accordingly, it shall be exempt from Parts 2 and 3 of Title I of the Act and shall be subject to simplified reporting and disclosure under Part 1 of Title I of the Act as provided by the applicable Labor Regulations. .

2.2       Purpose

               The purpose of this Plan continues to be to restore some of the equity to Participants as compared with other Employees that would otherwise be lost under certain provisions of the Basic 401(k) Plan and the ESOP that have been incorporated in those two latter instruments in order to meet specific legal requirements, such as:

a.	The maximum compensation restrictions contained at Section 401(a)(17) of the Code.
b.	The Actual Deferral Percentage restrictions contained at Section 401(k)(3)(ii) of the Code.
c.	The Actual Contribution Percentage restrictions contained at Section 401(m)(2)(A) of the Code.
d.	The maximum contribution and forfeiture restrictions contained at Section 415 of the Code.
e.	The maximum salary reduction deferral restrictions contained at Section 402(g) of the Code.

2.3       Interpretation and Intent

               It is intended that this Plan continues to be part of a program of employee benefits for the Participants that includes also the Basic 401(k) Plan and the ESOP and that the former is intended to supplement the latter two (2) plans. Accordingly, this Plan is to be interpreted and administered in pari materia with the latter two (2) plans.

4

ARTICLE III
PARTICIPATION

3.1       Initial Participation

The Participants in the Plan as and from the original Effective Date were as follows:

Joseph E. O'Dell, President and Chief Executive Officer of the Employer.

Gerard M. Thomchick, Senior Executive Vice President and Chief Operating Officer of the Employer.

Johnston A. Glass, President and Chief Executive Officer of First Commonwealth Bank, a wholly owned subsidiary of the Employer.

The current Participants in the Plan include the above named individuals, and as of July 1, 2003, John Dolan, Chief Financial Officer of the Employer.

3.2       Additional Participation

The Committee may, but is not required to, from time to time extend the right of participation in the Plan to other Executive Employees.

3.3       Termination Of Employment

A Participant who ceases being an Employee shall cease being a Participant hereunder and shall thereupon become a Former Participant. If such a Former Participant shall thereafter again become an Employee, he shall not automatically again become a Participant, but shall become a Participant again if, and only if, so permitted by the Committee.

5

ARTICLE IV
CONTRIBUTIONS AND ALLOCATIONS

4.1       Salary Reduction Contributions

               Any Participant who is a Participant on the first day of a Plan Year may enter into a Salary Reduction Agreement with the Employer, or if applicable, with the subsidiary or affiliate employing the Participant, but in any event is not required to enter into such an agreement, pursuant to which the Participant's Plan Compensation shall be reduced by the percentage that such Participant elects, not less than one percent (1 %) nor more than twenty-five percent (25%), in whole integer percentages, such amount to constitute the Participant's Deferred Compensation. For the purpose of assisting the Employer and the Administrator in recording the amount of Deferred Compensation, and for providingadditional assurance to the Participant of his rights thereto under certain circumstances, all as provided herein and in the Trust Agreement, the Employer shall make an Elective Contribution on behalf of each such Participant, equal to the Participant's elected Deferred Compensation for the Plan Year, in the manner provided by the next sentence hereto. The amount of such Elective Contribution, as calculated at the beginning of each Plan Year, shall be conveyed and transferred to the Trustee in as level an amount as possible over the number of paychecks in that Plan Year to be held in trust for the benefit of the Participant, but subject in any event to the interest of the creditors of the Employer under certain circumstances, as provided in the Trust Agreement.

               Any such election shall be made prior to the first day of the applicable Plan Year and shall thereafter be irrevocable with respect to that Plan Year, but may be modified or revoked as it pertains to any future Plan Year. The Employer, or if applicable, the subsidiary or affiliate employing the Participant, shall thereupon cause the Participant's Compensation to be reduced in an amount equal to his Deferred Compensation for the Plan Year pursuant to such election, in as level an amount as possible over the number of paychecks in that Plan Year.

               Notwithstanding anything to the contrary above, if an Executive Employee becomes initially eligible to participate during a Plan Year, he may elect to enter into a Salary Reduction Agreement with the Employer for that initial Plan Year by reducing Plan Compensation by an applicable percentage as provided in the first paragraph above, provided such Salary Reduction Agreement is effective no sooner than thirty (30) days after it is completed and returned to the Employer.  Such election shall constitute the Participant's Deferred Compensation for the initial Plan Year and shall thereafter be irrevocable with respect to that Plan Year.

4.2       Non-Elective Contributions

In addition to the Elective Contributions provided by Section 4.1 hereof, the Employer shall also make the following Non‑Elective Contributions on behalf of each Participant who is a Participant on the first day of a Plan Year, or for the initial year of participation if the Executive Employee becomes a Participant during the Plan Year:

a. A matching contribution which shall be equal to one-hundred percent (100%) of the Participant's Elective Contribution as provided by Section 4.1 hereof, which does not exceed four percent (4%) of the Participant's Plan Compensation; provided, however, if the matching contribution percentage under the Basic 401(k) Plan shall be changed by the Board of Directors to a percentage other than one-hundred percent (100%), such revised percentage shall automatically be used herein in lieu of one-hundred percent (100%).

6

b. A contribution equal to eight percent (8%) of the Plan Compensation of each Participant for the calendar year.

               The Non-Elective Contribution provided for in subparagraphs a. and b. above shall be contributed at the same time and in the same manner as the Elective Contribution as provided by Section 4.1 hereof.

In addition to the Non-Elective contributions provided for above, on and after July 1, 2003, the Committee may, for any Plan Year, direct the Employer to make an extra Non-Elective Contribution to the Non-Elective Account of Joseph O'Dell, the President and Chief Executive Officer of the Employer as of the date of this restatement, in such amount and at such time as such Committee deems appropriate.

4.3       Termination of Employment During Year

               If a Participant shall terminate his employment during a Plan Year, all contributions, Elective and Non-Elective, shall cease after the last paycheck received by the Participant as a result of such termination of employment.

7

ARTICLE V
INVESTMENTS AND VALUATIONS

5.1          Investment of Participant's Combined Account

               All contributions and earnings therein which are held in a Participant's Elective Account or Non-Elective Account (which, in the aggregate, shall constitute a Participant's Combined Account) shall be invested in the Investment Funds maintained under the Trust.  The Participant will be consulted with respect to the investment of his or her Participant's Combined Account.  However, the Trust Administrative Committee reserves the right, in its sole discretion, to invest the Participant's Combined Account as it deems best.

5.2          Adjustment for Investment Earnings

               The amounts credited to a Participant's Combined Account shall be credited or debited with a proportionate share of any gains or losses resulting from the Investment Funds from time to time in accordance with uniform procedures established by the Trust Administrative Committee to reflect the values of an investment equal to the proportionate share of the Participant's Combined Account balance in an Investment Fund.  The Investment Funds available may be added or eliminated from time to time by the Trust Administrative Committee, with the approval of the Trustee; provided however, that the Trust Administrative Committee may not retroactively eliminate any Investment Fund.

               A Participant may express his or her desire to the Investment Fund(s) to be used with respect to his or her Elective Contributions and Non-Elective Contributions in multiplies of 1%.  A written investment expression may be delivered to the Trust Administrative Committee on the date that he or she commences participation in the Plan.  The Participant may change his or her Investment Fund(s) expression with respect to future Elective Contributions and Non-Elective Contributions and/or with respect to amounts previously credited to the Participant's Combined Account, by notifying the Trust Administrative Committee or its designee.  A revised investment expression may be made by a Participant in writing at any time and shall be effective on a designated Valuation Date following the Trust Administrative Committee meeting at which such investment expression is considered.

               Notwithstanding anything to the contrary above, if a Participant does not make an investment expression, the Trust Administrative Committee will invest all of the Participant's Combined Account in the Federated Auto Cash Management Fund.

5.3          Valuation of the Investment Funds

The Investment Funds shall be valued daily.  On each calendar quarter Valuation Date as provided in Section 5.5, there shall be allocated to the Accounts of each Participant his proportionate share of the increase or decrease in the fair market value of his Combined Account in each of the Investment Funds.  In addition, whenever an event requires a determination of the value of the Participant Account, the value shall be computed as of the Valuation Date on the date of determination, subject to the provisions of Sections 5.2 and 6.3.

8

5.4          Right to Change Procedures

               The Trust Administrative Committee reserves the right to change from time to time the procedures used in valuing the Participant's Combined Accounts or crediting (or debiting) these Accounts if it determines, after due deliberation and upon the advice of counsel and/or the current recordkeeper, that such an action is justified in that it results in a more accurate reflection of the fair market value of assets.  In the event of a conflict between the provisions of this Article and such new administrative procedures, those new administrative procedures shall prevail.

5.5          Statement of Accounts

               As of the end of each calendar quarter Valuation Date (March 31, June 30, September 30, and December 31) each Participant shall be furnished with a statement setting forth the value of his Combined Account and the Vested portion of his Combined Account.

9

ARTICLE VI
DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1       Determination of Benefits Upon Termination of Employment

               Upon termination of employment, the Participant shall be entitled to that portion of his Participant's Combined Account in which he is then Vested. Such Vested portion shall be determined using the same criteria, pursuant. to the same methods, and in accordance with the same rules and procedures as would have been applicable under the Basic 401(k) Plan, had such accounts been the applicable accounts for such Participant under the Basic 401(k) Plan, except that all of the Participant's Combined Accounts shall be deemed Vested on and after a "change in control." For this purpose, a "change in control" shall have occurred if, at any time, any person or group of persons acting in concert (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 and the regulations of the Securities and Exchange Commission promulgated thereunder) shall acquire legal or beneficial ownership interest, or voting rights, in twenty‑five percent (25%) or more of the common voting stock of the Employer. For all purposes hereunder, each Participant's period of service with the Employer prior to the Effective Date shall be credited as well as such period of service subsequent thereto.

                "Upon a "change of control" as defined above, a Participant's Vested Combined Account will be handled in accordance with a separate election form filed by the Participant on which the Participant has stated whether they want their Vested Combined Account balances to be immediately distributed upon a change of control in accordance with the form of payment elected pursuant to section 6.3 or to remain in the Plan."

6.2       Determination of Benefits Upon Death or Retirement

               Upon the Participant's retirement or death, the Participant or Beneficiary, shall be entitled to that portion of his Participant's Combined Account in which he is then Vested.  Such Vested portion shall be determined using the same criteria, pursuant to the same methods, and if applicable, in accordance with the same rules and procedures as would have been applicable under the Basic 401(k) Plan, had such accounts been the applicable accounts for such Participant under the Basic 401(k) Plan.

6.3       Distribution of Vested Portion of Participant's Combined Account

                "The Vested portion of the Participant's Combined Account shall be paid in cash, in the form of a single-sum distribution, as provided for in Sections 5.2 and 5.3 unless the participant elects, on the form provided for this purpose by the Employer, to receive annual installment payments over a period selected by the Participant of not less than two (2) years and not more than ten (10) years. Any election to receive installment payments shall be subject to the following:

(a) An election to receive installment payments must be made on a date that is at least one year prior to when the Combined Account would otherwise be paid in a lump sum;

10

(b)	The first installment shall be determined as of a Valuation Date immediately preceding the commencement date of the first payment.  Each installment shall be calculated by making each payment a fraction of the remaining Combined Account, the numerator of which is one (1) and the denominator ("n") of which is the remaining payments due.
(c)	Until all installments have been paid, the balance of the Vested portion of the Participant's Combined Account shall continue to be credited with earnings (and losses) in accordance with Section 5.2 of Article V.
(d)	In the event of the death of a Participant or Former Participant prior to the total Vested portion of his Participant's Combined Account being distributed to him, the remainder shall be distributed to his Beneficiary as soon as practicable after his death.

               Notwithstanding anything to the contrary above, a Participant or Former Participant may elect, during the payment period, to accelerate their unpaid installments; provided however, that (I) such acceleration election must be submitted and accepted by the Employer in its sole discretion on or before the December 31 which precedes the Plan Year in which the election will be effective and (ii) the installments accelerated in such manner are payable no sooner that six (6) months from the date of the acceleration election."

               The procedures to be followed to calculate the amount of the accelerated installment payment due shall be the same as those described in subsection (b) above.

6.4       Making of Distributions

               All distributions from this Plan, as provided herein, shall be made by the Trustee, from the Trust Fund, upon written authorization and direction by the Administrator to the Trustee, as long as the Employer shall not then be bankrupt or insolvent, as defined and provided in the Trust Agreement. If payments to the Participants, Former Participants and Beneficiaries shall then be suspended or terminated because of the bankruptcy or insolvency of the Employer, in accordance with the provisions of the Trust Agreement, distributions shall then be made by the Employer, subject to any necessary approvals of a bankruptcy court or other supervising court; provided, however if the suspension of payment from the Trust Fund shall later be discontinued, distributions shall again be made from the Trust Fund, all as more fully provided in the Trust Agreement.

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ARTICLE VII
BENEFICIARIES; PARTICIPANT DATA

7.1       Beneficiary Designations

               Each Participant from time to time may designate any person or persons (who may be named contingently or successively) to receive such benefits as may be payable under the Plan upon or after the Participant's death, and such designation may be changed from time to time by the Participant by filing a new designation. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Employer, and will be effective only when filed in writing with the Employer during the Participant's lifetime.

               In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Participant, the Employer shall pay any such benefit payment to the Participant's spouse, if then living, but otherwise to the Participant's then living descendants, if any, per stirpes, but, if none, to the Participant's estate. In determining the existence or identity of anyone entitled to a benefit payment, the Employer may rely conclusively upon information supplied by the Participant's personal representative, or if a dispute arises with respect to any such payment, then notwithstanding the foregoing, the Employer, in its sole discretion, may distribute such payment to the Participant's estate without liability for any tax or other consequences which might flow therefrom, or may take such other action as the Employer deems to be appropriate.

7.2       Communications

               Any communication, statement, or notice addressed to a Participant or to a Beneficiary at his last post office address as shown on the Employer's records shall be binding on the Participant or Beneficiary for all purposes of the Plan. The Employer shall not be obliged to search for any Participant or Beneficiary beyond the sending of a registered letter to such last known address.

12

ARTICLE VIII
ADMINISTRATION

8.1       Powers and Responsibilities of Administrator

               The Administrator shall administer, construe, and interpret this Plan and shall, subject to its provisions, certify and direct the Trustee as to the making of distributions hereunder.  The Administrator shall have discretionary authority to exercise all powers and to make all determination, consist with the terms of the Plan, in all matters entrusted to it, and its determination shall be given deference and shall be final and binding on all interested parties.  The Administrator shall constitute the named administrator within the meaning of Section 3(16)(A) of the Act (29 USC Section 1002(16)(A)).

8.2       Plan Sponsor

               The plan sponsor within the meaning of Section 3(15)(B) of the Act (29 USC Section 1102(15)(B)) shall be the Employer.

8.3       Powers and Responsibilities of Committee

               The Committee may permit additional Participants into the Plan from time to time and provide exceptions and waivers as to any provision thereof, provided no such exception or waiver shall reduce the benefit to which a Participant is otherwise entitled under any provision hereof. The Committee shall also have the power to amend and terminate the Plan to the extent provided by Article X hereof.

8.4       Claims Procedure

               Any Participant, Former Participant or Beneficiary, or his duly authorized representative, may file with the Administrator a claim for a benefit under this Plan. Such a claim must be in writing, be on a form provided by the Administrator if the Administrator had previously issued such a form and made the same available to the Participant, Former Participant or Beneficiary, and must be delivered to 'the Administrator, in person or by mail, postage prepaid. Within ninety (90) days after the receipt of such a claim, the Administrator shall send to the claimant, by mail, postage prepaid, a notice of the granting or denying, in whole or in part, of such claim, unless special circumstances require an extension of time for the processing of the claim. In no event may the extension exceed ninety (90) days from the date of the initial period. If such an extension is necessary, the claimant will be given written notice to this effect prior to the expiration of the initial ninety (90) day period. The Administrator shall have full discretion to grant or deny a claim in whole or in part in accordance with the terms of this Plan. If notice of the denial of a claim is not furnished in accordance with this Section 8.4, the claim shall be deemed denied and the claimant shall be permitted to exercise his right of review as hereinafter provided.

               The Administrator shall provide to every claimant who is denied a claim for benefits a written notice setting forth, in a manner calculated to be understood by the claimant the following information, viz.:

a. The specific reason or reasons for the denial.

13

b.	Specific references to the pertinent Plan provisions on which the denial is based, together with a copy of such Plan provisions.
c.	A description of any additional material or information necessary of the claimant to perfect the claim and an explanation of why such material or information is necessary, and
d.	An explanation of the Plan's claim review procedure.

               Within sixty (60) days after the receipt by a claimant of written notification of the denial (in whole or in part) of a claim by the Administrator, the claimant or his duly authorized representative, upon written application to the Administrator, delivered in person or by certified mail, postage prepaid, may review pertinent documents and submit to the Administrator, in writing, his notice of appeal from the initial decision, together with a detailed statement of the basis and arguments upon which such appeal is based, including such statements of fact and conclusions of law, together with the justification therefor, as claimant or his authorized representative believe supports his appeal from the initial decision of the Administrator.

               Upon the Administrator's receipt of a notice of a request for review, the Administrator shall make a prompt decision on the review and shall communicate the decision on review to the claimant or his authorized representative. The decision on review shall be written in a manner calculated to be understood by the claimant and shall (unless the decision shall fully reverse the denial of the claim and completely accept the claim of the claimant) include specific reasons for the decision and specific references to the pertinent Plan provisions upon which the decision is based. The decision on review shall be made not later than sixty (60) days after the Administrator's receipt of a request for a review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered not later than one‑hundred‑twenty (120) days after receipt of the request for review. If an extension is necessary, the claimant shall be given written notice of the extension by the Administrator prior to the expiration of the initial sixty (60) day period. If notice of the decision on review is not furnished in accordance with this Section 8.4, the claim shall be deemed denied on review.

14

ARTICLE IX
TRUST FUND

9.1       Establishment of Trust

               In order to assist the Employer in meeting its obligations hereunder and provide a more certain and regular procedure for receipt of benefits by the Participants, Former Participants and Beneficiaries, the Employer has entered into a Trust Agreement with the Trustee for the holding of the Trust Fund in trust in accordance with all of the provisions thereof contained. Such trust shall continue to be a grantor trust within the meaning of Section 671 of the Code and an accumulation trust within the meaning of Subpart C of Part 1 of Subchapter J of Chapter 1 of Subtitle A of the Code.

9.2       Right of Assignment and Transfer of Interest

               No amounts payable hereunder may be assigned, pledged, mortgaged, hypothecated, sold or transferred nor may any such amounts be subject to lien, levy, distraint or other legal process or attachment. All right to benefits hereunder shall be personal to the Participant, Former Participant or Beneficiary and no such person shall have a right to the assets held in the Trust Fund, or any portion thereof, prior to the Administrator directing the Trustee to make payment therefrom in a particular instance.

9.3       Unfunded Nature of Plan

               Since the rights of the Participants, Former Participants and Beneficiaries are not absolute but are defeasible in the event of the bankruptcy or insolvency of the Employer, as provided by the Trust Agreement, this Plan shall, notwithstanding the existence of the Trust Fund, be deemed unfunded for the purpose of Title I of the Act, in accordance with Department of Labor Regulations.

15

ARTICLE X
AMENDMENT AND TERMINATION

10.1       Amendment

               This Plan may be amended at any time and from time to time by the Committee; provided, however, no such amendment shall reduce the benefit hereunder accrued by any Participant, Former Participant or Beneficiary prior to the later of (a) the date that such amendment is to be effective or (b) the date that such amendment is so adopted by the Committee. The Committee may authorize and direct any officer of the Employer to take such action, and execute such documents as are necessary or appropriate to evidence the adoption of any amendment hereto.

               Notwithstanding anything to the contrary above, the Committee may not amend this Plan upon a change of control (as defined in Section 6.1 hereof) without the consent of the majority of Participants covered hereunder at the date of the change of control.


10.2       Termination of Plan

               The Committee may cause and authorize this Plan to be terminated at any time; provided however, no such termination shall defease any right of a Participant, Former Participant or Beneficiary to any benefit accrued prior to the date of such termination (whether such benefit shall otherwise be Vested or not under the terms of the Plan). The Committee may authorize and direct any officer of the Employer to take such action, and execute such documents, as are necessary or appropriate to effectuate any such decision of the Committee.

               Notwithstanding anything to the contrary above, the Committee may not terminate this Plan upon a change of control (as defined in Section 6.1 hereof) without the consent of the majority of Participants covered hereunder at the date of the change of control.

16

ARTICLE XI
MISCELLANEOUS

11.1       Limitation of Rights

               Nothing contained in this Plan shall be construed to limit in any way the right of the Employer (or, if applicable, the subsidiary or affiliate employing the Employee) to terminate an Employee's or Participant's employment at any time or in. any way to constitute an agreement or understanding, express or implied, that the Employer (or, if applicable, the subsidiary or affiliate employing the Employee) will continue to employ Employee, or will employ, or continue to employ, the Employee in any particular position or under any particular circumstances.

11.2       Headings

               The headings and subheading contained herein are for convenience of reference only and are to be ignored in any construction thereof.

11.3       Gender and Number

               Whenever used in this Plan, the masculine shall be deemed to include the feminine and the singular shall be deemed to include the plural.

11.4       Governing Law

               This Plan shall be construed in accordance with, and governed by, the laws of the Commonwealth of Pennsylvania, to the extent such laws are not preempted by the laws of the Untied States of America.

IN WITNESS WHEREOF, the undersigned officers, being duly authorized, have caused this amended and restated Plan to be duly executed by, and on behalf of, FIRST COMMONWEALTH FINANCIAL CORPORATION, a corporation organized and existing pursuant to the laws of the Commonwealth of Pennsylvania, this __9th__ day of _September_ 2003, but to be retroactively effective as and from the first day of January, 2003.

(SEAL)	FIRST COMMONWEALTH FINANCIAL CORPORATION
Attest
/s/  David R. Tomb, Jr.	By  /s/  Joseph E. O'Dell
David R. Tomb, Jr.	Joseph E. O'Dell
Senior Vice President, Secretary and Treasurer	President and Chief Executive Officer

17

EX-31

EXHIBIT 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph E. O'Dell, President and Chief Executive Officer, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of First Commonwealth Financial Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 10, 2003	/s/Joseph E. O'Dell
Date	Signature
	President and Chief Executive Officer
	Title

EX-31

EXHIBIT 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John J. Dolan, Executive Vice President and Chief Financial Officer, certify that:
1.		I have reviewed this quarterly report on Form 10-Q of First Commonwealth Financial Corporation;
2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.		The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)		Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)		Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 10, 2003	/s/John J. Dolan
Date	Signature
	Executive Vice President and Chief Financial Officer
	Title

EX-32

EXHIBIT 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Joseph E. O'Dell, President and Chief Executive Officer of First Commonwealth Financial Corporation ("the Corporation"), certify that the Quarterly Report of the Corporation on Form 10-Q for the period ended September 30, 2003, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition of the Corporation at the end of such period and the results of operations of the Corporation for such period.

DATED: November 10, 2003	/s/Joseph E. O'Dell
	Joseph E. O'Dell
	President and Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to First Commonwealth Financial Corporation and will be retained by First Commonwealth Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32

EXHIBIT 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, John J. Dolan, Executive Vice President and Chief Financial Officer of First Commonwealth Financial Corporation ("the Corporation"), certify that the Quarterly Report of the Corporation on Form 10-Q for the period ended September 30, 2003, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition of the Corporation at the end of such period and the results of operations of the Corporation for such period.

DATED: November 10, 2003	/s/John J. Dolan
	John J. Dolan
	Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to First Commonwealth Financial Corporation and will be retained by First Commonwealth Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.