8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 10, 2014 

          First Commonwealth Financial Corporation            

(Exact name of registrant as specified in its charter)

Pennsylvania	001-11138	25-1428528
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

601 Philadelphia Street, Indiana, PA	15701
(Address of Principal Executive Offices)	(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 10, 2014, First Commonwealth Financial Corporation (“FCFC”) announced the appointment of James R. Reske as Executive Vice President and Chief Financial Officer of FCFC and its subsidiary First Commonwealth Bank. Mr. Reske has served since May 2008 as Executive Vice President, Chief Financial Officer and Treasurer at United Community Financial Corporation in Youngstown, Ohio. Prior to joining United Community Financial Corporation, Mr. Reske was an investment banker with KeyBanc Capital Markets, Inc. from 2002 to May 2008, focusing on community banks and thrifts in the Midwest. Prior to joining KeyBanc Capital Markets, Mr. Reske was an investment banker in the financial institutions group at Morgan Stanley in New York, and practiced banking law with Wachtell Lipton Rosen & Katz and Sullivan & Cromwell.

In connection with his appointment, FCFC and Mr. Reske entered into an Employment Agreement, a Restricted Stock Agreement and a Change of Control Agreement.

The initial term of the Employment Agreement is three years with successive renewal terms of one year unless either FCFC or Mr. Reske notifies the other that the term will not be renewed. The Employment Agreement provides for a base salary of $350,000, a signing bonus of $50,000, and participation by Mr. Reske in such short- and long-term incentive plans as may be offered to executive employees of FCFC, including a prorated (3/4ths) award under FCFC’s 2014 Annual Incentive Plan with a target award of 35% of Mr. Reske’s base salary and a restricted stock unit award under FCFC’s 2014-2016 Long-Term Incentive Plan with a target award of 14,000 shares. Mr. Reske will also receive 27,500 shares of time-vesting restricted stock subject to the terms of the Restricted Stock Agreement. These shares will vest in three equal installments on each of the first three anniversaries of the grant date, subject to accelerated vesting if Mr. Reske dies or becomes disabled, there is a “Change of Control” (as defined in the Change of Control Agreement) or if Mr. Reske’s employment is terminated by FCFC without “Cause” (as defined in the Employment Agreement”) or by Mr. Reske with “Good Reason” (as defined in the Employment Agreement).

If FCFC terminates Mr. Reske’s employment without Cause, or if Mr. Reske terminates his employment with FCFC for Good Reason, Mr. Reske is entitled to the payment of any accrued salary and unused vacation time, continued payment of base salary for a period of time that is the greater of the remainder of the term of the Employment Agreement or 12 months, and the payment of premiums for continuation of health insurance coverage under COBRA for up to 12 months.

Pursuant to the Change of Control Agreement, if Mr. Reske’s employment is terminated without “Cause” (as defined in the Change of Control Agreement) by FCFC or any successor or for “Good Reason” (as defined in the Change of Control Agreement) by Mr. Reske within 24 months after a Change of Control, then Mr. Reske is entitled to receive (A) any accrued and unpaid base salary and unused vacation time; (B) an amount equal to two times: (i) Mr. Reske’s annual base salary immediately prior to the Change of Control; (ii) the average of the aggregate annual amount of all bonuses paid to Mr. Reske during the 36-month period (or Mr. Reske’s period of employment, if less) preceding the Change of Control; (iii) the aggregate amount of all contributions by FCFC for the account of Mr. Reske under FCFC’s 401(k) plan during the 12-month period preceding the Change of Control; and (iv) the aggregate of all contributions by FCFC for the account of Mr. Reske to FCFC’s Non-Qualified Deferred Compensation Plan during the 12-month period preceding the Change of Control, which amount is payable in equal periodic installments during the 24-month period immediately following the termination of Mr. Reske’s employment; and (C) payment of premiums for continuation of health insurance coverage under COBRA for a period of 18 months following the termination of Mr. Reske’s employment.

The preceding summary of the material terms of the Employment Agreement, the Restricted Stock Agreement and the Change of Control Agreement is qualified in its entirety by reference to the text of those agreements, copies of which are filed as Exhibits 10.1, 10.2, and 10.3, to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No.Description

10.1	Employment Agreement dated April 10, 2014 by and between First Commonwealth Financial Corporation and James R. Reske
10.2	Restricted Stock Agreement dated April 10, 2014 by and between First Commonwealth Financial Corporation and James R. Reske
10.3	Change of Control Agreement dated April 10, 2014 by and between First Commonwealth Financial Corporation and James R. Reske
99.1	Press release dated April 10, 2014 announcing the appointment of James R. Reske as Executive Vice President and Chief Financial Officer

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 hereunto duly authorized.

Dated: April 10, 2014FIRST COMMONWEALTH FINANCIAL CORPORATION

(Registrant)

By: /s/ Matthew C. Tomb

Matthew C. Tomb

Executive Vice President, Chief Risk Officer

and General Counsel

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and among First Commonwealth Financial Corporation, a Pennsylvania corporation (“Employer”), and James R. Reske (“Executive”), is entered into effective as of April 10, 2014 (the “Effective Date”).

WITNESSETH:

WHEREAS, Employer wishes to employ Executive as Executive Vice President and Chief Financial Officer and to cause First Commonwealth Bank, a Pennsylvania bank and trust company (“FCB”), to appoint Executive as Executive Vice President and Chief Financial Officer, and Executive is willing to accept such employment upon the terms and conditions set forth herein.

NOW, THEREFORE, intending to be legally bound, Employer agrees to employ Executive, and Executive agrees to be employed by the Employer, upon the following terms and conditions:

ARTICLE I

EMPLOYMENT

1.01.Office. Executive is employed hereunder as Executive Vice President and Chief Financial Officer of Employer reporting to Employer’s President and Chief Executive Officer (“CEO”), and as Executive Vice President and Chief Financial Officer of FCB, reporting to FCB’s CEO, and in such capacity shall use his best energies and abilities in the performance of his duties and in the performance of such other duties as may be assigned to him from time to time by the CEO. Executive will serve in such additional capacities as the CEO may from time to time direct without additional compensation therefor.

1.02.Term. Subject to the terms and conditions of Article II, pursuant to the terms of this Agreement, Executive’s employment will continue until March 31, 2017, unless such term is extended pursuant to the following sentence. Executive’s employment will automatically be extended on April 1, 2017 and on each subsequent April 1 for successive one (1) year periods unless Employer or Executive provides notice in writing to the other party at least sixty (60) days prior to the end of any such term that such party does not intend to extend Executive’s employment hereunder for another year.

1.03.Base Salary. Subject to Article II hereof, during the term of his employment under this Agreement, Employer will pay Executive compensation at the rate of Three Hundred Fifty Thousand Dollars ($350,000) per annum (the “Base Salary”), payable in accordance with Employer’s normal payroll practices in equal monthly installments, less legally required taxes and withholdings and elected deductions. Executive’s Base Salary may be increased but not decreased by the CEO at any time based upon Executive’s contributions to the success of Employer and on such other factors as the Board shall deem appropriate. Executive will be eligible to participate in any Short-Term and Long-Term Incentive Plans that may be offered to executive employees of Employer. Without limiting the generality of the foregoing, Executive will be eligible to earn (i) a cash incentive award under the Employer’s 2014 Annual Incentive Plan (“AIP”) with a target award of 35% of Base Salary and (ii) a performance-based restricted stock unit award under the Employer’s 2014-2016 Long-Term Incentive Plan with a target share award of 14,000 shares; provided, however, that any award earned under the 2014 AIP will be prorated at the rate of three-fourths (3/4ths). Executive’s participation in Employer’s Long-Term Equity Incentive Plan will be conditioned upon minimum equity ownership as established by the Compensation & Human Resources Committee of the Board.

Executive will also be eligible to participate in the Employer’s Non-Qualified Deferred Compensation Plan as provided in the documents that govern that plan.

1.04.Employee Benefits. Subject to Article II hereof, during the term of his employment under this Agreement, Executive will be eligible to participate in such major medical or health benefit plans, pensions, and other benefits as are available generally to employees of Employer, to the extent available to employees.

1.05Signing Bonus. Executive shall receive a bonus of Fifty Thousand Dollars ($50,000.00) (the “Signing Bonus”), less legally required taxes and withholdings, upon the commencement of Executive’s employment. In the event that Executive’s employment is terminated by Employer for “Cause” as defined in Section 2.01 or by Executive without “Good Reason” as defined in 2.03 on or before March 31, 2015, then Executive shall repay 100% of the Signing Bonus to Employer upon the termination of Executive’s employment. In the event that Executive’s employment is terminated by Employer for Cause or by Executive without Good Reason after April 1, 2015 and on or before March 31, 2016, then Executive shall repay 50% of the Signing Bonus to Employer upon the termination of Executive’s employment.

1.06Inducement Equity Award. Contemporaneously with the execution of this Agreement, Executive and Employer are entering into a Restricted Stock Agreement pursuant to which Employer will award a total of Twenty-Seven Thousand Five Hundred (27,500) shares of restricted stock to Executive as an inducement award, effective on the first day of his employment by Employer, subject to vesting or forfeiture in accordance with the terms of the Restricted Stock Agreement.

ARTICLE II

TERMINATION

2.01. Termination For Cause. Employer may terminate Executive’s employment and the term of employment under this Agreement at any time for “Cause,” as defined herein, by providing written notice to Executive that his employment is terminated, whereupon Executive’s employment with the Employer will be terminated. Upon delivery of said notice together with payment of any salary accrued under Section 1.03 prior to the date of termination but not yet paid, as well as payment for any accrued vacation time not taken and expenses which were properly incurred by Executive on Employer’s behalf prior to the termination date that are not yet paid (“Accrued Obligations”), all obligations of the Employer to Executive shall terminate. In the event Employer terminates Executive’s employment for Cause, Employer will pay all Accrued Obligations to Executive within thirty (30) days following such termination of employment. Termination shall be deemed to be for Cause if: (i) Executive fails to comply with any material provision of this Agreement; (ii) Executive refuses to comply with any lawful, written directive from the Board; (iii) Executive fails to perform his duties under this Agreement with the degree of skill and care reasonably to be expected of a professional of his experience and stature after notice and a reasonable opportunity to cure (unless the failure to perform is incapable of being cured); or (iv) Executive engages in an act of dishonesty, fraud or moral turpitude or Executive is convicted of a crime which, in the judgment of the Board, renders his continued employment by Employer materially damaging or detrimental to Employer. The obligations of Executive under Article III shall continue notwithstanding termination of Executive’s employment pursuant to this Section 2.01. If Executive’s employment terminates under Section 2.01, he is entitled to no severance under Section 2.05.

2.02. Termination Without Cause. Executive’s employment with Employer and FCB and the term of employment under this Agreement may be terminated at any time by Employer without Cause immediately upon written notice by Employer to Executive, whereupon Executive’s employment with Employer will be

terminated. In the event Employer terminates Executive’s employment without Cause, Employer will pay all Accrued Obligations to Executive within thirty (30) days following such termination of employment and will provide Executive with the Severance Benefits set forth in Section 2.05, provided that as a condition precedent to Executive’s receipt of Severance Benefits under this Section 2.02 and Section 2.05, Executive must execute and deliver to Employer a Separation Agreement and General Release (as defined in Section 2.05). All other obligations of Employer to Executive shall cease as of the date of termination. The obligations of Executive under Article III shall continue notwithstanding termination of Executive’s employment pursuant to this Section 2.02.

2.03. Resignation for Good Reason. Executive may resign from employment with Employer and FCB and terminate the term of employment under this Agreement for Good Reason. Good Reason means: (i) a material change in Executive’s title, position or responsibilities with Employer or FCB which represents a substantial reduction of the title, position or responsibilities in effect immediately prior to the change; (ii) any reduction in the Base Salary or a material reduction of benefits provided under this Agreement (unless such reduction of benefits applies equally to all similarly situated employees of Employer); or (iii) the assignment of Executive to a position which requires him to relocate permanently to a site more than fifty (50) miles outside of Indiana, Pennsylvania; or (iv) the assignment to Executive of any duties or responsibilities (other than due to a promotion) which are materially inconsistent with the position of Executive Vice President and Chief Financial Officer of Employer and FCB. Before Executive resigns employment with Employer for Good Reason, Executive must give Employer twenty (20) days’ notice of said resignation and an opportunity to correct. In the event Executive resigns from employment with Employer for Good Reason, Employer will pay all Accrued Obligations to Executive within thirty (30) days following such termination of employment and will provide Executive with the Severance Benefits set forth in Section 2.05, provided that as a condition precedent to Executive’s receipt of Severance Benefits under this Section 2.03 and Section 2.05, Executive must execute and deliver to Employer a Separation Agreement and General Release (as defined in Section 2.05). All other obligations of Employer to Executive shall cease as of the date of termination. The obligations of Executive under Article III shall continue notwithstanding termination of Executive’s employment pursuant to this Section 2.03. Notwithstanding the foregoing, if Employer corrects within twenty (20) days of its receipt of notice of the Good Reason, Employer shall owe Executive no severance under Section 2.05 and Executive shall be eligible to continue in his capacity as Executive Vice President and Chief Financial Officer of Employer and FCB.

2.04. Termination by Executive. Executive agrees to give Employer sixty (60) days’ prior written notice of the termination of his employment with Employer. Simultaneously with such notice, Executive shall inform Employer in writing as to his employment plans following the termination of his employment with Employer. In the event Executive terminates his employment with Employer pursuant to this Section 2.04, Employer will pay all Accrued Obligations to Executive within thirty (30) days following such termination of employment. All other obligations of Employer to Executive shall cease as of the termination date. The obligations of Executive under Article III shall continue notwithstanding termination of Executive’s employment pursuant to this Section 2.04. If Executive’s employment terminates under Section 2.04 he is entitled to no severance under Section 2.05.

2.05. Severance Benefits. In the event that Employer terminates Executive’s employment during the term of this Agreement without Cause pursuant to Section 2.02, or if Executive terminates his employment with Employer during the term of this Agreement pursuant to Section 2.03, and subject to the conditions set forth in this Section and subject to Sections 2.02 and/or 2.03 as applicable, Employer will pay to Executive an amount equal to the product of (x) one-twelfth (1/12) of the Base Salary times (y) the greater of (i) twelve or (ii) the number of months remaining in the term, less legally required taxes and withholdings and elected deductions. Said sum is to be paid in equal periodic installments payable in accordance with Employer’s

normal payroll practices commencing with the first payroll following Executive’s termination of employment, provided, however, that any installments that would otherwise be payable in the six month period following separation from service shall be paid on the day following the six month anniversary of such separation from service in accordance with the requirements of Section 5.02(b) of this Agreement. Upon termination, Employer will offer continuation coverage to Executive, as required by Section 4980B of the Internal Revenue Code of 1986, (“Code”) as amended (“COBRA”), under the First Commonwealth’s group health plan (the “Health Plan”) on the terms and conditions mandated by COBRA including Executive’s payment of the applicable COBRA premiums and shall pay the full cost of Executive's COBRA premiums for the twelve (12) month period following such separation from service.

Employer’s obligations to make any payment to Executive as described in this Agreement is contingent upon Executive's execution and non-revocation of a separation agreement and general release of any and all claims and causes of action that Executive may have against Employer, as permitted by law, in a form and substance reasonably satisfactory to the Employer, that, in the opinion of the Employer’s counsel, is effective to release the Employer Entities (as defined in Section 3.01) from all claims relating to Executive’s employment or the termination thereof (other than under the terms of this Employment Agreement) (a “Separation Agreement and General Release”), and the Employer will have no obligation to make any payment unless and until such Separation Agreement and General Release has become effective.

2.06. Resignation of Board Membership. Executive expressly promises and agrees that he will resign from all boards of directors, officer positions, committee memberships and other positions with Employer and each of its subsidiaries immediately upon and concurrent with the termination of his employment with Employer for any reason, including, without limit, by Employer for Cause or without Cause or by Executive for any reason.

ARTICLE III

EXECUTIVE’S COVENANTS AND AGREEMENTS

3.01. Non-Disclosure of Confidential Information. Executive recognizes and acknowledges that: (a) in the course of Executive’s employment by Employer, it will be necessary for Executive to acquire information concerning Employer and its subsidiaries and affiliates (individually, an “Employer Entity,” and collectively, the “Employer Entities”), which could include, in whole or in part, the Employer Entities’ business, sales volume, sales methods, sales proposals, financial statements and reports, customers and prospective customers, identity of customers and prospective customers, identity of key purchasing personnel in the employ of customers and prospective customers, amount or kind of customers’ purchases from the Employer Entities, the Employer Entities’ sources of supply, the Employer Entities’ computer programs, system documentation, special hardware, product hardware, related software development, Employer Entities’ manuals, formulae, processes, methods, machines, compositions, ideas, improvements, inventions, or other confidential or proprietary information belonging to the Employer Entities or relating to the Employer Entities' affairs (collectively referred to herein as the “Confidential Information”); (b) the Confidential Information is the property of the Employer Entities; (c) the use, misappropriation or disclosure of the Confidential Information would constitute a breach of trust and could cause irreparable injury to the Employer Entities; and (d) it is essential to the protection of the Employer Entities' good will and to the maintenance of the Employer Entities' competitive position that the Confidential Information be kept secret and that Executive not disclose the Confidential Information to others or use the Confidential Information to Executive’s own advantage or the advantage of others. Confidential Information shall not include information otherwise available in the public domain through no act or omission of Executive. Executive agrees to hold and safeguard the Confidential Information in trust for the Employer Entities, its successors and assigns and agrees that he shall not, without the prior written consent of the Employer Entities, misappropriate or disclose

or make available to anyone for use outside the Employer Entities' organizations at any time, either during his employment with any Employer Entity or subsequent to the termination of his employment with Employer for any reason, including without limitation, termination by Employer, any of the Confidential Information, whether or not developed by Executive, except as required in the performance of Executive’s duties to Employer.

3.02. Non-Solicitation of Employees. Executive agrees that, during the term of his employment with Employer and for one (1) year following termination of Executive’s employment with Employer for any reason, including without limitation termination by Employer for Cause or without Cause, Executive will not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of any Employer Entity, to leave any Employer Entity for any reason whatsoever, or hire any such employee.

3.03. Duties. Executive agrees to be a loyal employee of Employer. Executive agrees to devote his best efforts to the performance of his duties for Employer, to give proper time and attention to furthering the Employer’s business, and to comply with all rules, regulations and instruments established or issued by, or applicable to, the Employer Entities. Executive further agrees that during the term of this Agreement, Executive shall not, directly or indirectly, engage in any business which would detract from Executive’s ability to apply his best efforts to the performance of his duties. Executive also agrees that he shall not usurp any corporate opportunities of the Employer Entities.

3.04. Return of Materials. Upon the termination of Executive’s employment with Employer for any reason, Executive shall promptly deliver to the Employer Entities all correspondence, drawings, blueprints, manuals, letters, notes, notebooks, reports, flow-charts, computer equipment, programs, software, databases, proposals, financial statements and reports, and any documents concerning the Employer Entities' customers or concerning products or processes used by the Employer Entities and, without limiting the foregoing, will promptly deliver to the Employer Entities any and all other documents or materials containing or constituting Confidential Information, in whatever form or medium (including cloud storage).

3.05. Work Made for Hire. Executive agrees that in the event of publication by Executive of written or graphic materials constituting “work made for hire,” as defined and used in the Copyright Act of 1976, 17 USC § 1 et seq., the Employer Entities will retain and own all rights in said materials, including right of copyright.

3.06 Non-Compete. Executive agrees that, during the term of his employment with Employer and for one (1) year following termination of Executive's employment with Employer for any reason, including without limitation termination by Employer for Cause or without Cause or termination by Executive for Good Reason or otherwise, Executive will not, for himself, as an agent, employee, contractor or owner, or on behalf of another person or entity, directly or indirectly, engage in any “Prohibited Position” with any “Competing Business.” For purposes of this Agreement, “Prohibited Position” shall mean any position, whether as principal, agent, officer, director, employee, consultant, shareholder, partner, member, or otherwise: (i) where Executive will be engaged in the management, sale, development, or marketing of products or services of the type provided by any Employer Entity; and (ii) during employment with Employer, Executive was privy to or given access to proprietary and/or confidential business information of Employer concerning any Employer Entity’s management, strategy, performance, sale, development or marketing of that type of product or service and/or was involved in maintaining the Employer Entities' customer relationships or goodwill; “Competing Business” shall mean any person, corporation or other entity which engages in the marketing and/or sale of: (i) retail banking products in the Restricted Territory, including, for example, personal and business accounts, private banking, business banking, loans, lines of credit, mortgages, and other investment or financial products; or (ii) any other product or service of the Employer Entities, currently and in the future, in the Restricted Territory, in which Executive had involvement, and/or about

which Executive learned of, and/or may have acquired any knowledge about, while employed by Employer; and “Restricted Territory” shall mean any county in which any Employer Entity maintains an office or branch and any county which is contiguous to such a county. During the term of his employment with Employer and for one (1) year following termination of Executive's employment with Employer for any reason, including without limitation termination by Employer for Cause or without Cause, or termination by Executive for Good Reason or otherwise, Executive also agrees not to enter into, consult about, or become involved with any transactions that he learned and/or became aware of through his employment with Employer. Executive acknowledges that the foregoing restrictions are properly limited so that they will not interfere with his ability to earn a livelihood and that such restrictions are reasonable and necessary to protect the Employer Entities' legitimate business interest, including the protection of its confidential and trade secret information. In exchange for the consideration set forth in this Agreement, Executive agrees to be bound by the terms of this Section 3.06. The foregoing covenants shall not be deemed to prohibit Executive from acquiring as an investment not more than five percent (5%) of the capital stock of a Competing Business, whose stock is traded on a national securities exchange or through an automated quotation system of a registered securities association.

3.07 Effect of Change of Control. The covenants in Section 3.06 above shall terminate and be of no further force or effect upon the occurrence of a Change of Control (as defined in the Change of Control Agreement between Employer and Executive, effective as of April 10, 2014 (the “Change of Control Agreement”)) if the Change of Control Agreement remains in full force and effect at the time of such Change of Control.

ARTICLE IV

EXECUTIVE’S REPRESENTATIONS AND WARRANTIES

4.01. Executive’s Abilities. Executive represents that his experience and capabilities are such that the provisions of Article III will not prevent him from earning his livelihood, and acknowledges that it would cause the Employer Entities serious and irreparable injury and cost if Executive were to use his ability and knowledge in breach of the obligations contained in Article III.

4.02. Remedies. In the event of a breach by Executive of the terms of this Agreement, Employer shall be entitled, if it shall so elect, to institute legal proceedings to obtain damages for any such breach, or to enforce the specific performance of this Agreement by Executive and to enjoin Executive from any further violation of this Agreement and to exercise such remedies cumulatively or in conjunction with all other rights and remedies provided by law. Executive acknowledges, however, that the remedies at law for any breach by him of the provisions of this Agreement may be inadequate and that Employer shall be entitled to injunctive relief against him in the event of any breach. In addition, in the event that Executive breaches any obligation under this Agreement or any obligation that Executive has to any Employer Entity under common law, or otherwise engages in tortious behavior that damages any Employer Entity in any way, any Employer Entity will have the right to not provide Executive with, or to cease providing Executive with, any amounts or benefits that would otherwise be provided pursuant to Section 2.05 above.

ARTICLE V

MISCELLANEOUS

5.01. Authorization to Modify Restrictions. It is the intention of the parties that the provisions of Article III shall be enforceable to the fullest extent permissible under applicable law, but that the unenforceability (or modification to conform to such law) of any provision or provisions of this Agreement

shall not render unenforceable, or impair, the remainder hereof. If any provision or provisions hereof shall be deemed invalid or unenforceable, either in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the offending provision or provisions and to alter the bounds thereof in order to render it valid and enforceable.

5.02. Section 409A.

(a)This Agreement will be administered, interpreted and construed in compliance with Section 409A of the Internal Revenue Code and the regulations and other guidance promulgated thereunder (“Section 409A”), including any exemption thereunder. With respect to payments, if any, subject to Section 409A (and not excepted therefrom), each such payment is paid as a result of a permissible distribution event, and at a specified time, consistent with Section 409A. Executive has no right to, and there shall not be, any acceleration or deferral with respect to payments hereunder. Executive acknowledges and agrees that Employer shall not be liable for, and nothing provided or contained in this Agreement will obligate or cause Employer to be liable for, any tax, interest or penalties imposed on Executive related to or arising with respect to any violation of Section 409A. For purposes of this Agreement, any reference to “termination of employment”, “termination” or similar reference shall be construed to be a reference to “separation from service” within the meaning of Section 409A.

(b)Notwithstanding any other provision of this Agreement to the contrary, to the extent that any amount payable or benefit to be provided under this Agreement constitutes an amount payable or benefit to be provided under a “nonqualified deferred compensation plan” (as defined in Section 409A) that is not exempt from Section 409A, and such amount or benefit is payable or to be provided as a result of a “separation from service” (as defined in Section 409A), and Executive is a “specified employee” (as defined and determined under Section 409A and any relevant procedures that either Employer Entity may establish) at the time of his “separation from service,” then such payment or benefit will not be made or provided to Executive until the day after the date that is six months following Executive's “separation from service,” at which time all payments or benefits that otherwise would have been paid or provided to Executive under this Agreement during that six-month period, but were not paid or provided because of this clause, will be paid or provided, with any cash payment to be made in a single lump sum (without any interest with respect to that six-month period).  This six-month delay will cease to be applicable if Executive “separates from service” due to death or if Executive dies before the six-month period has elapsed, in which event any such payments or benefits will be paid or provided to Executive's estate within thirty (30) days of the date of death.

5.03.Entire Agreement. This Agreement represents the entire agreement of the parties and may be amended only by a writing signed by each of them. This Agreement supersedes all other prior arrangements and agreements between the parties, except the Change of Control Agreement and Restricted Stock Agreement referred to herein. In the event that there is a Change of Control as defined by the Change of Control Agreement during the term of this Agreement and there is a Qualifying Termination within the Protected Period, in each case, as defined in the Change of Control Agreement, the provisions of the Change of Control Agreement will apply and this Agreement will cease to apply, and Executive will be entitled to no benefits under this Agreement, including the severance benefits in Section 2.05. Notwithstanding the foregoing sentence, except as provided in Section 3.07, Executive’s obligations under Article III will continue even if there is a Change of Control.

5.04. Governing Law. This Agreement shall be interpreted, construed, and governed according to the laws of the Commonwealth of Pennsylvania without giving effect to the principles of conflicts of law.

5.05. Jurisdiction and Service of Process. Executive and Employer waives any right to a court (including jury) proceeding and instead agree to submit any dispute over the application, interpretation,

validity, or any other aspect of this Agreement to binding arbitration consistent with the application of the Federal Arbitration Act and the procedural rules of the American Arbitration Association (“AAA”) before an arbitrator who is a member of the National Academy of Arbitrators (“NAA”) out of a nationwide panel of eleven (11) arbitrators to be supplied by the AAA. Employer will absorb the fee charged and the expenses incurred by the neutral arbitrator selected.

5.06. Agreement Binding. The obligations of Executive under Article III of this Agreement shall continue after the termination of his employment with the Employer Entities for any reason and shall be binding on his heirs, executors, legal representatives and assigns and shall inure to the benefit of any successors and assigns of the Employer Entities. Likewise, the obligations of Employer shall be binding upon any successors.

5.07. Signatures. This Agreement may be executed in counterparts, any such copy of which to be deemed an original, but all of which together shall constitute the same instrument.

5.08.Assignment. Employer has the right to assign this Agreement, but Executive does not.

EXECUTIVE ACKNOWLEDGES THAT HE HAS READ AND UNDERSTANDS THE FOREGOING PROVISIONS AND THAT SUCH PROVISIONS ARE REASONABLE AND ENFORCEABLE.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have knowingly and voluntarily executed this Agreement or caused this Agreement to be executed the day and year first above written.

ATTEST:
	FIRST COMMONWEALTH FINANCIAL CORPORATION
/s/ Matthew C. Tomb	By:/s/ T. Michael Price Name: T. Michael Price Title: President and Chief Executive Officer

WITNESS:
/s/ Gary M. Small	/s/ James R. Reske   James R. Reske

EX-10.2

Exhibit 10.2

RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement (this “Agreement”) is made as of April 10, 2014 (the “Effective Date”) between First Commonwealth Financial Corporation (the “Company”) and James R. Reske (the “Grantee”).

RECITALS

A.The Company and Grantee have entered into an Employment Agreement of even date herewith (the “Employment Agreement”) whereby the Company has agreed to employ Grantee as Executive Vice President and Chief Financial Officer of the Company upon the terms and subject to the conditions of the Employment Agreement.

B. The Company has agreed pursuant to the Employment Agreement to award Grantee 27,500 restricted shares of the Company’s common stock, par value $1.00 per share (“Common Shares”), as an inducement award, upon the terms and subject to the conditions of this Agreement.

AGREEMENT

Accordingly, in consideration of the foregoing and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Grantee agree as follows:

1.Award of Stock. The Company hereby grants to the Grantee 27,500 shares of Restricted Stock (the “Shares”), subject to the terms set forth herein and to the terms and provisions of the First Commonwealth Financial Corporation Incentive Compensation Plan (the “Plan”) applicable to Restricted Stock, which terms and provisions are incorporated herein by this reference. Unless the context requires otherwise, the terms defined in the Plan shall have the same meanings herein.

2.Restriction on Transfer. Except for the escrow described in Section 5 hereof or the transfer of the Shares to the Company as contemplated by this Agreement, none of the Shares or any beneficial interest therein shall be transferred, encumbered, pledged or otherwise alienated or disposed of in any way until the Shares become nonforfeitable in accordance with Section 3 of this Agreement.

3.Vesting and Forfeiture. The Shares are subject to forfeiture to the Company until such time as they become nonforfeitable as set forth in this Section 3.

(a)The Shares will become nonrestricted and nonforfeitable as follows, unless earlier forfeited in accordance with this Section 3:

(i) 9,166 Shares will become nonrestricted and nonforfeitable on April 10, 2015;

(ii) 9,166 Shares will become nonrestricted and nonforfeitable on April 10, 2016; and

(iii) 9,168 Shares will become nonrestricted and nonforfeitable on April 10, 2017.

(b)If the Grantee’s employment is terminated (i) by the Company other than for “Cause” (as defined in the Employment Agreement), (ii) by Grantee for “Good Reason” (as defined in the

Employment Agreement”), or (iii) as a result of Grantee’s death or Disability, any Shares which have not as of the termination of Grantee’s employment become nonforfeitable will immediately and automatically, without any action on the part of the Company, become nonforfeitable.

(c)If the Grantee’s employment is terminated (i) by the Company for Cause, or (ii) by Grantee for other than Good Reason, any Shares which have not as of the termination of Grantee’s employment become nonforfeitable will immediately and automatically be forfeited.

(d)Notwithstanding the foregoing schedule, if a Change in Control occurs while the Grantee is an Employee, then any Shares which have not become nonforfeitable will immediately and automatically, without any action on the part of the Company, become nonforfeitable as of the date of the Change in Control.

4.Share Legends. The following legend will be placed on any certificates evidencing Shares which remain subject to forfeiture, in addition to any other legends that may be required to be placed on such certificates pursuant to applicable law, the Plan or otherwise:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE FIRST COMMONWEALTH FINANCIAL CORPORATION INCENTIVE COMPENSATION PLAN AND A RESTRICTED STOCK AGREEMENT BETWEEN THE SHAREHOLDER NAMED ON THE FACE OF THIS CERTIFICATE AND FIRST COMMONWEALTH FINANCIAL CORPORATION (WHICH TERMS AND CONDITIONS MAY INCLUDE, WITHOUT LIMITATION, FORFEITURE CONDITIONS AND TRANSFER RESTRICTIONS). A COPY OF THAT AGREEMENT IS ON FILE IN THE PRINCIPAL OFFICES OF FIRST COMMONWEALTH FINANCIAL CORPORATION AND WILL BE MADE AVAILABLE TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON REQUEST TO THE SECRETARY OF THE CORPORATION.

Where a book-entry system is used with respect to the issuance of Shares, appropriate notation of such forfeiture possibility and transfer restrictions will be made on the system with respect to the account or accounts to which the Shares are credited.

5.Escrow of Shares.

(a)Certificates evidencing the Shares issued under this Agreement will be held in escrow by the Secretary of the Company or his or her designee (the “Escrow Holder”) until such Shares cease to be subject to forfeiture in accordance with Section 3, at which time the Escrow Holder will deliver such certificates representing the nonforfeitable Shares to the Grantee; provided, however, that no certificates for Shares will be delivered to the Grantee until appropriate arrangements have been made with the Company for the withholding or payment of any taxes that may be due with respect to such Shares.

(b)If any of the Shares are forfeited by the Grantee, the Escrow Holder will deliver the stock certificate(s) evidencing those Shares to the Company, which will then have the right to retain and transfer those Shares to its own name free and clear of any rights of the Grantee under this Agreement or otherwise.

(c)The Escrow Holder is hereby directed to permit transfer of the Shares only in accordance with this Agreement or in accordance with instructions which are consistent with this Agreement

which are signed by both parties. In the event further instructions are reasonably desired by the Escrow Holder, he or she shall be entitled to conclusively rely upon directions given by the Committee. The Escrow Holder shall have no liability for any act or omissions hereunder while acting in good faith in the exercise of his or her own judgment.

6.Rights of Grantee. The Grantee shall have the right to vote the Shares and to receive dividends with respect to the Shares, subject to Section 7.

7.Stock Splits, etc. If, while any of the Shares remain subject to forfeiture, there occurs any merger, consolidation, reorganization, recapitalization, stock split, stock dividend, combination or exchange of shares, or other similar change in the Company’s common stock, then any and all new, substituted or additional securities or other consideration to which the Grantee is entitled by reason of the Grantee’s ownership of the Shares will be immediately subject to this Agreement, deposited with the Escrow Holder and included thereafter as “Shares” for purpose of this Agreement.

8.Tax Withholding. Grantee shall be required to deposit with the Company an amount of cash equal to the amount determined by the Company to be required with respect to any withholding taxes, FICA contributions, or the like under any federal, state, or local statute, ordinance, rule, or regulation in connection with the vesting or award of the Shares. Alternatively, the Company may, at Grantee’s election, (i) withhold the required amounts from Grantee’s pay during the pay periods next following the date on which any such applicable tax liability otherwise arises, or (ii) withhold a number of Shares otherwise deliverable having a Fair Market Value sufficient to satisfy the statutory minimum of all or part of Grantee’s estimated total federal, state, and local tax obligations associated with the vesting or award of the Shares..

9.83(b) Election. Grantee hereby acknowledges that he may file an election pursuant to Section 83(b) of the Code to be taxed currently on the fair market value of the Shares (less any purchase price paid for the Shares), provided that such election must be filed with the Internal Revenue Service no later than thirty (30) days after the grant of such Shares. Grantee will seek the advice of his own tax advisors as to the advisability of making such a Section 83(b) election, the potential consequences of making such an election, the requirements for making such an election, and the other tax consequences of this Award under federal, state, and any other laws that may be applicable. The Company and its Subsidiaries and agents have not and are not providing any tax advice to Grantee.

10.Limitation on Rights; No Right to Future Grants; Extraordinary Item.By entering into this Agreement and accepting the Award, Grantee acknowledges that: (a) Grantee's participation in the Plan is voluntary; and (b)  the Award is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and Grantee will not be entitled to compensation or damages as a consequence of Grantee's forfeiture of any unvested portion of the Award as a result of Grantee's separation from service with the Company or any Subsidiary for any reason.

11.General Provisions:

(a)This Agreement, together with the Plan, constitutes the entire agreement between the Company and the Grantee regarding the grant of the Shares.

(b)The Committee may modify this Agreement to bring it into compliance with any valid and mandatory government regulation or exchange listing requirement. Any other amendment to this Agreement shall be in writing and signed by the Company and the Grantee.

(c)Nothing contained in this Agreement shall be deemed to require the Company and its Subsidiaries to continue the Grantee’s relationship as an Employee or to modify any agreement between the Grantee and the Company or its Subsidiaries relating thereto.

(d)The Committee may from time to time impose any conditions on the Shares as it deems reasonably necessary to ensure that the Plan and this Award satisfy the conditions of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and that Shares are issued and resold in compliance with the Securities Act of 1933, as amended.

(e)The Grantee agrees upon request execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.

(f)Grantee hereby acknowledges receipt of a copy of the Plan and the Plan’s prospectus and agrees to be bound by all the terms and provisions thereof. The terms of the Plan as it presently exists, and as it may hereafter be amended, are deemed incorporated herein by reference, and in the event of any conflict between the terms of this Agreement and the provisions of the Plan, the provisions of the Plan shall be deemed to supersede the provisions of this Agreement.

(g)This Agreement shall be governed by, and enforced in accordance with, the laws of the Commonwealth of Pennsylvania without regard to the application of the principals of conflicts or choice of laws.

(h)This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, the parties have duly executed this Restricted Stock Agreement as of the day and year first set forth above.

First Commonwealth Financial Corporation

By:/s/ T. Michael Price

Name: T. Michael Price

Title: President and Chief Executive Officer

  /s/ James R. Reske

  James R. Reske

EX-10.3

Exhibit 10.3

CHANGE OF CONTROL AGREEMENT

THIS CHANGE OF CONTROL AGREEMENT (this "Change of Control Agreement"), is entered into as of April 10, 2014 (the "Effective Date"), by and between First Commonwealth Financial Corporation, a Pennsylvania corporation (the “Company”), and James R. Reske (“Executive”).

W I T N E S S E T H:

WHEREAS, the Compensation & Human Resources Committee ("Compensation Committee") of the Company’s Board of Directors (the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a “Change of Control” (as defined below) of the Company;

WHEREAS, the Compensation Committee believes that it is important to diminish the inevitable distraction of the Executive that would result from the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive to continue to devote Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefit arrangements upon the termination of Executive’s employment following a Change of Control;

WHEREAS, the Compensation Committee has authorized the Company to enter into this Change of Control Agreement with the Executive; and

WHEREAS, the Company and the Executive wish to enter into this Change of Control Agreement in order to accomplish these objectives.

NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and other good and valuable consideration, the Company and the Executive do hereby agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

1.1    “Cause” for termination will be deemed to exist if:

(a)the Executive is convicted of, or pleads guilty or nolo contendere to, any crime which constitutes a felony under the laws of the United States of America or of any state or territory thereof, and the commission of that felony resulted in, or was intended to result in, a loss (monetary or otherwise) to the Employer Entities, or any of their respective clients, customers, directors, officers or employees;

(b)the Executive fails or refuses to perform the Executive’s duties to any of the Employer Entities (other than during such time as the Executive is incapacitated due to an accident or illness or during the Executive’s regularly scheduled vacation periods) with the degree of skill and care reasonably expected of a professional of his experience and stature for a period of thirty (30) consecutive days following the receipt by the Executive of a notice from the Company sent by certified mail, return receipt requested, setting forth in detail the facts upon which the Company relies

in concluding that the Executive has failed or refused to perform the Executive’s duties and indicating with specificity the duties that the Company demands that the Executive perform without delay;

(c)the Executive engages in an act or acts of dishonesty which result or are intended to result in material damage to the business or reputation of any of the Employer Entities; or

(d)the Executive fails or refuses to comply with any material provision of this Change of Control Agreement or any policy or procedure of any Employer Entity, which violations are demonstrably willful and deliberate on the Executive's part and which result or are intended to result in material damage to the business or reputation of any of the Employer Entities and as to which failure or refusal to comply the Company has notified the Executive in writing.

1.2    “Change of Control” will mean:

(a)    The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the then outstanding shares of common stock of the Company;

(b)    Individuals who, as of April 10, 2014, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to April 10, 2014, whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board; or

(c)    Consummation of a reorganization, merger, consolidation, sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, with respect to which all or substantially all of the individuals and entities who were the beneficial owners of shares outstanding shares of the Company’s common stock immediately prior to such Business Combination do not, following such Business Combination, beneficially own, directly or indirectly, more than fifty-percent (50%) of the then outstanding shares of common stock of the corporation resulting from such a Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries).

Notwithstanding any other provision of this Change of Control Agreement to the contrary, (i) the placement of any of the Employer Entities into receivership or conservatorship by the Federal Deposit Insurance Corporation ("FDIC") or a state or federal banking regulatory agency with jurisdiction over any of the Employer Entities, (ii) the acquisition of fifty-percent (50%) or more of any of the Employer Entities' assets or assumption of fifty-percent (50%) or more of the Employer Entities' deposit liabilities in an FDIC-assisted transaction, and (iii) a change in any Employer Entity's board of directors at the direction of a state or federal banking regulatory authority having jurisdiction over any of the Employer Entities, will not constitute a Change of Control.

1.3    “Client” means any client or prospective client of the Company to whom the Executive provided services, or for whom the Executive transacted business, or whose identity became known to the Executive in connection with the Executive’s relationship with or employment by the Company.

1.4    “Code” means the Internal Revenue Code of 1986, as amended.

1.5    “Employer Entity” means the Company and each of its subsidiaries and affiliates, including without limitation, FCB.

1.6    “Exchange Act” means the Securities Exchange Act of 1934, as amended.

1.7    “Good Reason” means:

(a)    the assignment to the Executive of any duties inconsistent in any respect with the Executive’s title, position, authority, duties or responsibilities immediately prior to the Change of Control or any other action by the Company which results in a diminution of such position, authority, duties or responsibilities, other than an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after the receipt of notice thereof given by the Executive;

(b)    any requirement of the Company that the Executive (i) be based anywhere more than fifty (50) miles from the office where the Executive is located immediately prior to the Change of Control or (ii) travel on Company business to an extent substantially greater than the travel obligations of the Executive immediately prior to the Change of Control; or

(c)    (i) a reduction by the Company in the Executive’s rate of annual base salary as in effect immediately prior to the Change of Control or (ii) the failure of the Company to continue in effect any employee benefit plan, compensation plan, welfare benefit plan or material fringe benefit plan in which the Executive is participating or entitled to participate immediately prior to the Change of Control, unless the Executive is permitted to participate in other plans providing the Executive with substantially equivalent benefits in the aggregate (at substantially equivalent cost with respect to welfare benefit plans).

1.8    “Protected Period” means the period of time beginning with the date of a Change of Control and ending two (2) years following such Change of Control.

1.9    “Qualifying Termination” means a termination of the Executive’s employment (i) by the Company other than for Cause, disability or death, or (ii) by the Executive for Good Reason, provided that such termination of employment constitutes a Separation from Service.

1.10    “Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

1.11    “Section 409A Change of Control” means a "Change of Control Event" as defined in Section 409A.

1.12    “Section 409A Deferred Compensation” means an amount payable or benefit to be provided under a "nonqualified deferred compensation plan" as defined in Section 409A.

1.13    “Separation from Service” has the meaning set forth in Section 409A.

ARTICLE 2

TERM

2.1    The term of this Change of Control Agreement will begin on the Effective Date and will continue for thirty-six (36) full calendar months thereafter (the "Initial Term"). This term of this Change of Control Agreement will automatically renew for twenty-four (24) full calendar months thereafter on the third anniversary of the Effective Date and on each second anniversary thereafter (each, a "Renewal Term") unless either party hereto gives notice in writing to the other party at least twelve (12) months prior to the end of the Initial Term or any Renewal Term of the party's intent not to renew such term. Notwithstanding the foregoing, if a Change of Control occurs prior to the end of the Initial Term or Renewal Term, as the case may be, then the term of this Change of Control Agreement will continue until the later of (a) the end of the Protected Period, or (b) if a Qualifying Termination occurs during the Protected Period, the end of the Severance Period.

2.2    Notwithstanding anything in this Section to the contrary, this Change of Control Agreement will terminate if the Executive or the Company terminates the Executive's employment for any reason prior to a Change in Control.

ARTICLE 3

PAYMENTS

3.1    Qualifying Termination. If during the Protected Period the employment of the Executive is terminated pursuant to a Qualifying Termination, subject to Article 7 hereof, then the Employer Entities will pay to the Executive (or the Executive’s beneficiary as provided in Article 5 hereof) the accrued obligations, severance pay and severance benefits in accordance with Sections 3.2, 3.3 and 3.4 hereof. If the Executive's employment with the Employer Entities is terminated (i) for any reason prior to or after the Protected Period or (ii) other than pursuant to a Qualifying Termination during the Protected Period, then the Executive will not be entitled to the payment of any severance or provision of any benefits under this Change of Control Agreement.

3.2    Accrued Benefits. In the event of a Qualifying Termination described in Section 3.1 hereof, the Employer Entities will pay to the Executive any accrued and unpaid base salary and paid time-off, within thirty (30) days following the date of Qualifying Termination or such earlier date as is required by law.

3.3    Severance Pay. Subject to Article 7 hereof, in the event of a Qualifying Termination described in Section 3.1 hereof, the Employer Entities will pay to the Executive an amount equal to two (2) times: (i) the Executive’s annual base salary immediately prior to the Change of Control; (ii) the average of the aggregate annual amount of all bonuses paid to the Executive during the thirty-six (36) month period (or the Executive's period of employment with the Employer Entities, if less) preceding the Change of Control; (iii) the aggregate amount of all contributions by the Company for the account of the Executive under the First Commonwealth Financial Corporation 401(k) Savings and Investment Plan during the twelve (12) month period preceding the Change of Control; and (iv) the aggregate of all contributions by the Company for the account of the Executive to the Company’s Non-Qualified Deferred Compensation Plan during the twelve (12) month period preceding the Change of Control. Subject to Article 7 hereof, such sum will be paid in equal periodic installments payable in accordance with the Employer Entity's normal payroll practices during the twenty-four (24) month period immediately following such Qualifying Termination (the "Severance Period").

3.4    Continued Health Insurance Benefits. In addition to the severance payable pursuant to Section 3.3 hereof, in the event of a Qualifying Termination described in Section 3.1 hereof, the Employer Entities will offer continuation coverage to the Executive, as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), under the Company's group health plan on the terms and conditions mandated by COBRA and the Company will pay the full cost of the COBRA premiums on behalf of the Executive and his covered family members during the eighteen (18) month period immediately following such Qualifying Termination.

3.5    Other Compensation and Benefits.

(a)Except as expressly provided for in Article 3 hereof, the Executive will not be entitled to severance pay or benefits under any plan, program, policy, practice or other arrangement of any Employer Entity in connection with any Qualifying Termination, including without limitation this Change of Control Agreement or any severance policy of any Employer Entity.

(b)During the Severance Period, the Executive will not be eligible to participate in any Employer Entity equity-based incentive, other incentive, 401(k) savings, employee stock ownership, deferred compensation, supplemental retirement, supplemental savings, life insurance, short or long term disability, employee welfare benefit, fringe benefit, perquisite, vacation, paid time-off or other employee benefit plan, program, policy, practice or other arrangement of any Employer Entity.

(c) Unless otherwise determined by the Board or applicable committee thereof, any outstanding options or other equity based awards held by the Executive to purchase or acquire Employer stock under any equity-based plan of any Employer Entity will be subject to the exercisability, vesting and forfeiture provisions of the respective plan. Any benefits the Executive has earned with respect to his employment for periods on or prior to the Qualifying Termination under any annual incentive, deferred compensation, supplement retirement or savings, 401(k), employer stock ownership or similar plan of any Employer Entity will be paid in accordance with the terms of such plan.

3.6    Release. The Company’s obligation to make any payment to the Executive as described in this Article 3 is contingent upon the Executive’s execution and non-revocation of a release within sixty (60) days following the Executive's Separation from Service, in form and substance reasonably satisfactory to the Company, that, in the opinion of the Company’s counsel, is effective to release the Company from all claims relating to the Executive’s employment or the termination thereof (other than under the terms of this Change of Control Agreement), and the Company will have no obligation to make any payment unless and until such a release has become effective.

3.7    Business Expenses. The Employer Entities will reimburse the Executive for any unreimbursed, reasonable business expenses incurred by the Executive on or before the Qualifying Termination, pursuant to Employer's reimbursement policies, provided that Executive present all expense reports to Employer in accordance with such policies. All such expense reports must be submitted within thirty (30) days following the date of the Qualifying Termination.

3.8    Withholding Taxes and Other Deductions. The Employer Entities may withhold from any payments made to the Executive any applicable federal, state, local and other taxes (such as employment taxes), and such other deductions as are prescribed by law. This includes withholding amounts from payments made pursuant to this Article 3 in order to satisfy any withholding obligations.

ARTICLE 4

LIMITATION ON PAYMENT OF BENEFITS

Notwithstanding anything to the contrary in this Change of Control Agreement, if the payments and benefits pursuant to Article 3 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company or any of its subsidiaries, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Article 3 hereof will be reduced, in the manner determined by independent tax counsel selected as provided below, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Article 3 hereof being non-deductible to the Company or such subsidiary pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code; provided, however, that if such procedure for determining the reduction of payments and benefits is determined by the Company to result in a violation of Section 409A, such reduction will be made on a pro rata basis. The determination of whether any reduction in the payments and benefits is to be made pursuant to Article 3 hereof will be based upon the written advice of independent tax counsel selected by the Company and reasonably acceptable to the Executive. The fees and expenses of the tax counsel will be paid by the Company. The Company will use its best efforts to cause such counsel to prepare the foregoing opinion as promptly as practicable, and in any event, within thirty (30) days after the Change of Control or date of Qualifying Termination, if earlier. The Company and the Executive agree to be bound by the determination of such tax counsel and to make appropriate payments to each other to give effect to the intent and purpose of this Article 4.

ARTICLE 5

BENEFICIARIES

If the Executive dies after the occurrence of a Qualifying Termination, but prior to the payment of all of the monthly severance payments required by Article 3 hereof, then all remaining severance payments will be paid to the beneficiary designated in writing by the Executive at the same time, and in the same amount, as would have been payable to the Executive. The designation of a beneficiary for purposes of this Article 5 will be revocable during the lifetime of the Executive. If the Executive does not designate a beneficiary under this Change of Control Agreement, the beneficiary will be deemed to be the same person that the Executive designated with respect to the Executive’s group life insurance program maintained by the Company.

ARTICLE 6

EXECUTIVE COVENANTS

6.1    Non-Disparagement. The Executive agrees that he will not, in writing or orally, or through conduct, disparage, deprecate, discredit, vilify or otherwise say anything negative about the Employer Entities. The Executive agrees never to disparage the services, products, customers, or employees of any Employer Entity. These prohibitions include, without limitation, any such statements made through use of social media sites, such as Facebook or Twitter.

6.2    Non-Disclosure of Confidential Information. The Executive recognizes and acknowledges that: (a) in the course of the Executive’s employment by the Employer Entities, it will be necessary for the Executive to acquire information which could include, in whole or in part, information concerning the Employer Entities’ business, sales volume, sales methods, sales proposals, financial statements and reports,

customers and prospective customers, identity of customers and prospective customers, identity of key purchasing personnel in the employ of customers and prospective customers, amount or kind of customers’ purchases from the Employer Entities, the Employer Entities' sources of supply, the Employer Entities' computer programs, system documentation, special hardware, product hardware, related software development, the Employer Entities' manuals, formulae, processes, methods, machines, compositions, ideas, improvements, inventions, or other confidential or proprietary information belonging to the Employer Entities or relating to the Employer Entities' affairs (collectively referred to herein as the “Confidential Information”); (b) the Confidential Information is the property of the Employer Entities; (c) the use, misappropriation or disclosure of the Confidential Information would constitute a breach of trust and could cause irreparable injury to the Employer Entities; and (d) it is essential to the protection of the Employer Entities' good will and to the maintenance of the Employer Entities' competitive position that the Confidential Information be kept secret and that the Executive not disclose the Confidential Information to others or use the Confidential Information to the Executive’s own advantage or the advantage of others. Confidential Information will not include information otherwise available in the public domain through no act or omission of the Executive. The Executive agrees to hold and safeguard the Confidential Information in trust for the Employer Entities, its successors and assigns and agrees that he will not, without the prior written consent of the Employer Entities, misappropriate or disclose or make available to anyone for use outside the Employer Entities' organizations at any time, either during his employment with any Employer Entity or subsequent to the termination of his employment with the Employer Entities for any reason, including without limitation, termination by any Employer Entity, any of the Confidential Information, whether or not developed by the Executive, except as required in the performance of the Executive’s duties to the Employer Entities.

6.3    Non-Solicitation of Employees. The Executive agrees that, during the term of his employment with any Employer Entity and for twenty-four (24) months following termination of the Executive’s employment with the Employer Entities for any reason, including without limitation termination by any Employer Entity for Cause or without Cause, the Executive will not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of any Employer Entity or of any of its subsidiaries or affiliates, to leave any Employer Entity or any of its subsidiaries, or affiliates, for any reason whatsoever, or to hire any such employee

6.4    Return of Materials. Upon the termination of the Executive’s employment with the Employer Entities for any reason, the Executive will promptly deliver to the Employer Entities all correspondence, drawings, blueprints, manuals, letters, notes, notebooks, reports, flow-charts, computer equipment, programs, software, databases, proposals, financial statements and reports, and any documents concerning the Employer Entities' customers or concerning products or processes used by the Employer Entities and, without limiting the foregoing, will promptly deliver to the Employer Entities any and all other documents or materials containing or constituting Confidential Information.

6.5    Work Made for Hire. The Executive agrees that in the event of publication by the Executive of written or graphic materials constituting “work made for hire,” as defined and used in the Copyright Act of 1976, 17 USC § 1 et seq., the Employer Entities will retain and own all rights in said materials, including right of copyright.

6.6    Jurisdiction and Service of Process. The Executive and the Company waive any right to a court (including jury) proceeding and instead agree to submit any dispute over the application, interpretation, validity, or any other aspect of this Change of Control Agreement to binding arbitration consistent with the application of the Federal Arbitration Act and the procedural rules of the American Arbitration Association (“AAA”) before an arbitrator who is a member of the National Academy of Arbitrators (“NAA”) out of a

nationwide panel of eleven (11) arbitrators to be supplied by the AAA. The Company will absorb the fee charged and the expenses incurred by the neutral arbitrator selected.

6.7    Validity. The terms and provisions of this Article 6 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Change of Control Agreement will thereby be affected. The parties hereto acknowledge that the potential restrictions on the Executive’s future employment imposed by this Article 6 are reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction will find any provisions of this Article 6 unreasonable in duration or geographic scope or otherwise, the Executive and the Company agree that the restrictions and prohibitions contained herein will be effective to the fullest extent allowed under applicable law in such jurisdiction.

6.8    Consideration. The parties acknowledge that this Change of Control Agreement would not have been entered into and the benefits described herein would not have been promised in the absence of the Executive’s promises under this Article 6.

6.9    Cease Payments. In the event that the Executive breaches any material provision of this Article 6, the Company’s obligation to make or provide payments or benefits under Article 3 will cease, to the extent not already paid or provided.

ARTICLE 7

SECTION 409A

7.1    This Change of Control Agreement will be administered, interpreted and construed in compliance with Section 409A, including any exemption thereunder. Each payment hereunder, including each installment payment, will be treated as a separate payment for purposes of Section 409A. With respect to payments subject to Section 409A (and not exempt therefrom), each such payment will be paid as a result of a permissible distribution event, and at a specified time, consistent with Section 409A. The Executive has no right to, and there will not be, any acceleration or deferral with respect to payments hereunder. The Executive acknowledges and agrees that the Company will not be liable for, and nothing provided or contained in this Change of Control Agreement will obligate or cause the Company to be liable for, any tax, interest or penalties imposed on the Executive related to or arising with respect to any violation of Section 409A. For purposes of this Change of Control Agreement, any reference to "termination of employment", "termination" or similar reference will be construed to be a reference to Separation from Service.

7.2    Notwithstanding any other provision of this Change of Control Agreement to the contrary, to the extent that any amount payable or benefit to be provided under this Change of Control Agreement constitutes Section 409A Deferred Compensation that is not exempt from Section 409A, and such amount or benefit is payable or to be provided as a result of Separation from Service, and the Executive is a "specified employee" (as defined and determined under Section 409A and any relevant procedures that the Company may establish) ("Specified Employee") at the time of his Separation from Service, then such payment or benefit will not be made or provided to the Executive until the day after the date that is six months following the Executive's Separation from Service, at which time all payments or benefits that otherwise would have been paid or provided to the Executive under this Change of Control Agreement during that six-month period, but were not paid or provided because of this Section 7.2, will be paid or provided, with any cash payment to be made in a single lump sum (without any interest with respect to that six-month period).  This six-month delay will cease to be applicable if the Executive's Separation from Service due to death or if the Executive

dies before the six-month period has elapsed, in which event any such payments or benefits will be paid or provided to the Executive's estate within thirty (30) days of the date of death.

7.3    Notwithstanding any other provision of this Change of Control Agreement to the contrary, to the extent that any amount payable or benefit to be provided under this Change of Control Agreement constitutes Section 409A Deferred Compensation that is not exempt from Section 409A and the Executive is not a Specified Employee at the time of his Separation from Service, then such payment or benefit will not be provided to the Executive until the sixtieth (60th) day following the Executive's Separation from Service, at which time all payments or benefits that otherwise would have been paid or provided to the Executive under this Change of Control Agreement during the sixty (60) days period, but were not paid or provided because of this Section 7.3, will be paid or provided, with any cash payment to be made in a single lump sum (without any interest with respect to that sixty-day period).

ARTICLE 8

SUCCESSORS; BINDING AGREEMENT

8.1    This Change of Control Agreement will inure to the benefit of and be binding upon the Company and its successors and assigns.

8.2    The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Change of Control Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Change of Control Agreement, “Company” will mean the Company as defined herein and any successor to its business and/or assets which assumes and agrees to perform this Change of Control Agreement by operation of law or otherwise.

8.3    This Change of Control Agreement will be binding upon, and will inure to the benefit of and be enforceable by, the Executive, the Executive’s heirs, personal representatives, executors and administrators.

ARTICLE 9

ATTORNEY’S FEES

Each party will bear all attorney’s fees and related expenses in connection with or relating to the negotiation and enforcement of this Change of Control Agreement; provided, that if the Executive is wholly successful on the merits of any action or proceeding to enforce the Executive’s rights under this Change of Control Agreement, the Company will reimburse all reasonable attorney’s fees and related expenses incurred by the Executive in connection with such action or proceeding.Any amount payable by the Company in any year pursuant to the prior sentence will not be affected by the amount of any payment made by the Company pursuant to the prior sentence in any other year, and under no circumstances will the Executive by permitted to liquidate or exchange the benefit afforded him in the prior sentence for cash or any other benefit. To the extent any such payment is made via reimbursement to the Executive, no such reimbursement will be made by the Company later than the end of the year following the year in which the underlying expense is incurred. The reimbursement right set forth in this Article 9 will be limited to fees and expenses incurred during the Executive's employment with the Employer Entities and during the ten (10) year period immediately thereafter.

ARTICLE 10

EMPLOYMENT WITH EMPLOYER ENTITIES

Employment with the Company for purposes of this Change of Control Agreement will include employment with any Employer Entity.

ARTICLE 11

NO SETOFF

No amounts otherwise due or payable under this Change of Control Agreement will be subject to setoff by the Company, except as otherwise required by law.

ARTICLE 12

NOT A CONTRACT FOR EMPLOYMENT

This Change of Control Agreement will not in any way constitute an employment agreement between the Company and the Executive and it will not oblige the Executive to continue in the employ of Company, nor will it oblige the Company to continue to employ the Executive.

ARTICLE 13

FDIC EVENTS

If any of the Employer Entities is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act or equivalent provisions relating to a regulator with supervisory authority over any of the Employer Entities), all obligations under this Change of Control Agreement will terminate as of the date of default, but this Article 13 will not affect any vested rights of the parties.  Notwithstanding any other provision of this Change of Control Agreement, the Employer Entities will have no obligation to make any payments to Executive if such payments would be prohibited by applicable federal or state law, including without limitation Part 359 of the regulations of the Federal Deposit Insurance Corporation (12 CFR § 359 et seq.) or any successor provision.

ARTICLE 14

NOTICES

All notices and other communications required to be given hereunder will be in writing and will be deemed to have been delivered or made when mailed, by certified mail, return receipt requested, if to the Executive, to the last address which the Executive will provide to the Employer, in writing, for this purpose, but if the Executive has not then provided such an address, then to the last address of the Executive then on file with the Company; and if to the Company, then to the last address which the Company will provide to the Executive, in writing, for this purpose, but if the Company has not then provided the Executive with such an address, then to:

President and Chief Executive Officer

First Commonwealth Financial Corporation

Old Courthouse Square

601 Philadelphia Street

Indiana, Pennsylvania 15701

ARTICLE 15

GOVERNING LAW AND JURISDICTION

This Change of Control Agreement will be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, except for the laws governing conflict of laws. In the event that either party will institute suit or other legal proceeding, whether in law or equity, the Courts of the Commonwealth of Pennsylvania will have exclusive jurisdiction with respect thereto.

ARTICLE 16

ENTIRE AGREEMENT

This Change of Control Agreement constitutes the entire understanding between the Company and the Executive concerning the subject matter hereof and supersedes all prior written or oral agreements or understandings between the parties hereto, including without limitation the Original Change of Control Agreement. No term or provision of this Change of Control Agreement may be changed, waived, amended or terminated except by a written instrument of equal formality to this Change of Control Agreement.

Signature page follows.

IN WITNESS WHEREOF, the parties have executed this Change of Control Agreement as of the date set forth above.

(Corporate Seal)	FIRST COMMONWEALTH FINANCIAL CORPORATION
/s/ Matthew C. Tomb Witness	By: /s/ T. Michael Price        Name: T. Michael Price        Title: President and CEO
/s/ Gary M. Small Witness	EXECUTIVE /s/ James R. Reske

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

James R. Reske Hired as Executive Vice President and Chief Financial Officer of First Commonwealth Financial Corporation

Indiana, PA., (April 10, 2014) - First Commonwealth Financial Corporation (NYSE:FCF) today announced the hiring of James R. Reske as Executive Vice President and Chief Financial Officer. In this role, Mr. Reske will report directly to T. Michael Price, President & CEO of First Commonwealth Financial Corporation, and will serve as a member of First Commonwealth’s executive leadership team. Mr. Reske will assume responsibility for all financial functions of the organization, including oversight of the company’s accounting policies, regulatory and tax reporting, budgeting and forecasting, treasury management and investor relations activities.

“We are pleased to welcome Jim Reske to First Commonwealth,” noted T. Michael Price. “The depth and diversity of Jim’s financial, legal, and investment banking experience will provide a critical strategic perspective as we work to grow our organization and achieve best-in-class performance.”

In accepting the position as Chief Financial Officer, Mr. Reske noted, “First Commonwealth is a strong and well-regarded brand throughout the markets it serves, and I have long admired the organization. I look forward to working with Mike, executive management, and the entire First Commonwealth team to ensure that the organization continues on the path of realizing its full potential.”

Prior to joining First Commonwealth, Mr. Reske served as Executive Vice President, Chief Financial Officer, and Treasurer at United Community Financial Corporation in Youngstown, Ohio. In this capacity, Mr. Reske directed all financial and accounting activities for the corporation and oversaw the institution’s retail and information technology divisions.

Mr. Reske’s financial services career includes investment banking roles within the Financial Institutions Groups at Keybanc Capital Markets, Inc. in Cleveland, Ohio and at Morgan Stanley & Company in New York. Mr. Reske also provided expertise and counsel to financial institutions and other organizations on mergers and acquisitions and capital markets activities as an attorney at Wachtell, Lipton, Rosen & Katz, as well as at Sullivan & Cromwell.

Earlier in his career, Mr. Reske worked at the Board of Governors of the Federal Reserve System in Washington, DC and at the Federal Reserve Bank of Boston.

Mr. Reske earned his Juris Doctor from Georgetown University Law Center in Washington, DC. He is a Chartered Financial Analyst, and received a master’s degree in International Business and a combined bachelor’s/master’s degree in Communication from The Ohio State University in Columbus, Ohio.

The naming of James Reske as Executive Vice President and Chief Financial Officer follows the November 2013 announcement of the planned retirement of Robert E. Rout.

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About First Commonwealth Financial Corporation

First Commonwealth Financial Corporation, headquartered in Indiana, Pennsylvania, is a financial services company with $6.2 billion in total assets and 110 banking offices in 15 counties throughout western and central Pennsylvania. First Commonwealth provides a full range of commercial banking, consumer banking, wealth management and insurance products and services through its subsidiaries First Commonwealth Bank and First Commonwealth Insurance Agency.

Media Contact

Richard J. Stimel, Vice President / Corporate Communications & Investor Relations, at 724-349-7220