10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

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 001-11138

First Commonwealth Financial Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania	25-1428528
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer 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 by 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  ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x    Accelerated filer  ¨    Smaller reporting company  ¨    Non-accelerated filer  ¨ (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x.

The number of shares outstanding of issuer’s common stock, $1.00 Par Value as of April 29, 2008 was 73,186,647.

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

FORM 10-Q

INDEX

		PAGE
	PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	Included in Part I of this report:
	First Commonwealth Financial Corporation and Subsidiaries
	Consolidated Statements of Financial Condition	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	14
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	28
ITEM 4.	CONTROLS AND PROCEDURES	28
	PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	29
ITEM 1A	RISK FACTORS	29
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	29
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	29
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	30
ITEM 5.	OTHER INFORMATION	30
ITEM 6.	EXHIBITS	30
	Signatures	31

2

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Unaudited)

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	March 31, 2008			December 31, 2007
	(dollars in thousands, except share data)
Assets
Cash and due from banks	$	92,554		$	100,791
Interest-bearing bank deposits		219			1,719
Securities available for sale, at fair value		1,623,788			1,574,217
Securities held to maturity, at amortized cost, (Fair value $67,451 in 2008 and $72,928 in 2007)		65,935			71,497
Loans:
Portfolio loans		3,893,202			3,697,843
Unearned income		(19	)		(24	)
Allowance for credit losses		(41,613	)		(42,396	)
Net loans		3,851,570			3,655,423
Premises and equipment, net		69,191			69,487
Other real estate owned		3,280			2,172
Goodwill		159,956			159,956
Amortizing intangibles, net		12,609			13,441
Other assets		239,877			234,915
Total assets	$	6,118,979		$	5,883,618
Liabilities
Deposits (all domestic):
Noninterest-bearing	$	542,331		$	523,203
Interest-bearing		3,778,337			3,824,016
Total deposits		4,320,668			4,347,219
Short-term borrowings		642,869			354,201
Other liabilities		48,259			65,464
Subordinated debentures		105,750			105,750
Other long-term debt		426,955			442,196
Total long-term debt		532,705			547,946
Total liabilities		5,544,501			5,314,830
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; 75,100,431 shares issued and 73,161,726 shares outstanding in 2008; 75,100,431 shares issued and 73,128,612 shares outstanding in 2007		75,100			75,100
Additional paid-in capital		206,498			206,889
Retained earnings		317,058			319,246
Accumulated other comprehensive income (loss), net		7,215			(147	)
Treasury stock (1,938,705 and 1,971,819 shares at March 31, 2008 and December 31, 2007, respectively, at cost)		(22,293	)		(22,700	)
Unearned ESOP shares		(9,100	)		(9,600	)
Total shareholders’ equity		574,478			568,788
Total liabilities and shareholders’ equity	$	6,118,979		$	5,883,618

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

3

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Unaudited)

CONSOLIDATED STATEMENTS OF INCOME

	For the Quarter Ended March 31,
	2008		2007
	(dollars in thousands, except share data)
Interest Income
Interest and fees on loans	$	62,067	$	63,913
Interest and dividends on investments:
Taxable interest		15,531		16,145
Interest exempt from Federal income taxes		3,595		3,371
Dividends		609		733
Interest on Federal funds sold		0		24
Interest on bank deposits		5		11
Total interest income		81,807		84,197
Interest Expense
Interest on deposits		31,033		31,585
Interest on short-term borrowings		3,705		4,946
Interest on subordinated debentures		1,911		2,117
Interest on other long-term debt		4,074		4,298
Total interest on long-term debt		5,985		6,415
Total interest expense		40,723		42,946
Net Interest Income		41,084		41,251
Provision for credit losses		3,179		2,979
Net Interest Income after Provision for Credit Losses		37,905		38,272
Non-Interest Income
Net securities gains		501		605
Trust income		1,532		1,418
Service charges on deposit accounts		4,425		4,165
Insurance commissions		1,277		730
Income from bank owned life insurance		1,487		1,490
Card related interchange income		1,753		1,485
Other income		2,481		1,533
Total non-interest income		13,456		11,426
Non-Interest Expense
Salaries and employee benefits		20,330		20,284
Net occupancy expense		3,907		3,353
Furniture and equipment expense		3,078		2,717
Advertising expense		628		1,095
Data processing expense		1,051		954
Pennsylvania shares tax expense		1,271		1,469
Intangible amortization		831		870
Other expenses		7,760		7,027
Total non-interest expense		38,856		37,769
Income before income taxes		12,505		11,929
Provision for income taxes		1,384		1,034
Net Income	$	11,121	$	10,895
Average Shares Outstanding		72,452,875		73,113,823
Average Shares Outstanding Assuming Dilution		72,559,668		73,370,678
Per Share Data:
Basic Earnings per Share	$	0.15	$	0.15
Diluted Earnings per Share	$	0.15	$	0.15
Cash Dividends Declared per Common Share	$	0.17	$	0.17

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

4

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

(Unaudited)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(dollars in thousands)

	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss), net			Treasury Stock			Unearned ESOP Shares			Total Shareholders’ Equity
Balance at December 31, 2007	$	75,100	$	206,889		$	319,246		$	(147	)	$	(22,700	)	$	(9,600	)	$	568,788
Cumulative effect from adoption of EITF Issue No. 06-4 (net of tax)		-0-		-0-			(984	)		-0-			-0-			-0-			(984	)
Balance at January 1, 2008		75,100		206,889			318,262			(147	)		(22,700	)		(9,600	)		567,804
Comprehensive income
Net income		-0-		-0-			11,121			-0-			-0-			-0-			11,121
Other comprehensive income, net of tax:
Unrealized holding gains on securities arising during the period		-0-		-0-			-0-			7,688			-0-			-0-			7,688
Less: reclassification adjustment for gains on securities included in net income		-0-		-0-			-0-			(326	)		-0-			-0-			(326	)
Total other comprehensive income																			7,362
Total comprehensive income																			18,483
Cash dividends declared		-0-		-0-			(12,325	)		-0-			-0-			-0-			(12,325	)
Net decrease in unearned ESOP shares		-0-		-0-			-0-			-0-			-0-			500			500
Discount on dividend reinvestment plan purchases		-0-		(226	)		-0-			-0-			-0-			-0-			(226	)
Treasury stock reissued		-0-		(165	)		-0-			-0-			375			-0-			210
Restricted stock		-0-		-0-			-0-			-0-			32			-0-			32
Balance at March 31, 2008	$	75,100	$	206,498		$	317,058		$	7,215		$	(22,293	)	$	(9,100	)	$	574,478

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

5

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

(Unaudited)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(dollars in thousands)

	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss), net			Treasury Stock			Unearned ESOP Shares			Total Shareholders’ Equity
Balance at December 31, 2006	$	75,100	$	208,313		$	322,415		$	(7,914	)	$	(14,953	)	$	(11,600	)	$	571,361
Comprehensive income
Net income		-0-		-0-			10,895			-0-			-0-			-0-			10,895
Other comprehensive income, net of tax:
Unrealized holding gains on securities arising during the period		-0-		-0-			-0-			2,035			-0-			-0-			2,035
Less: reclassification adjustment for gains on securities included in net income		-0-		-0-			-0-			(393	)		-0-			-0-			(393	)
Reclassification adjustment for losses realized in net income as a result of terminated cash flow hedges		-0-		-0-			-0-			48			-0-			-0-			48
Total other comprehensive income																			1,690
Total comprehensive income																			12,585
Cash dividends declared		-0-		-0-			(12,576	)		-0-			-0-			-0-			(12,576	)
Net decrease in unearned ESOP shares		-0-		-0-			-0-			-0-			-0-			500			500
Discount on dividend reinvestment plan purchases		-0-		(227	)		-0-			-0-			-0-			-0-			(227	)
Treasury stock reissued		-0-		(128	)		-0-			-0-			815			-0-			687
Balance at March 31, 2007	$	75,100	$	207,958		$	320,734		$	(6,224	)	$	(14,138	)	$	(11,100	)	$	572,330

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

6

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

(Unaudited)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Three Months Ended March 31,
	2008			2007
	(dollars in thousands)
Operating Activities
Net income	$	11,121		$	10,895
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Provision for credit losses		3,179			2,979
Deferred tax benefit		(279	)		(1,312	)
Depreciation and amortization		2,507			2,014
Net (gains) losses on sales of securities and other assets		(562	)		554
Net amortization of premiums and discounts on securities		52			279
Net amortization of premiums and discounts on long-term debt		(1,121	)		(1,174	)
Income from increase in cash surrender value of bank owned life insurance		(1,487	)		(1,490	)
Decrease in interest receivable		299			3,037
Decrease in interest payable		(1,463	)		(206	)
Increase in income taxes payable		1,202			662
Other-net		(25,119	)		(5,340	)
Net cash (used in) provided by operating activities		(11,671	)		10,898
Investing Activities
Transactions in securities held to maturity:
Proceeds from maturities and redemptions		5,685			489
Transactions in securities available for sale:
Proceeds from sales		2,424			789
Proceeds from maturities and redemptions		103,230			130,198
Purchases		(143,572	)		(41,982	)
Proceeds from sales of other assets		1,662			1,654
Net decrease in interest-bearing deposits with banks		1,500			522
Net (increase) decrease in loans		(201,686	)		76,622
Purchases of premises and equipment		(2,084	)		(4,015	)
Net cash (used in) provided by investing activities		(232,841	)		164,277
Financing Activities
Repayments of other long-term debt		(42,120	)		(13,463	)
Proceeds from issuance of long-term debt		28,500			-0-
Discount on dividend reinvestment plan purchases		(226	)		(226	)
Dividends paid		(12,320	)		(12,566	)
Net increase (decrease) in Federal funds purchased		3,900			(75,700	)
Net increase (decrease) in other short-term borrowings		284,768			(114,419	)
Net (decrease) increase in deposits		(26,437	)		29,515
Proceeds from sale of treasury stock		210			687
Net cash provided by (used in) financing activities		236,275			(186,172	)
Net decrease in cash and cash equivalents		(8,237	)		(10,997	)
Cash and cash equivalents at January 1		100,791			95,134
Cash and cash equivalents at March 31	$	92,554		$	84,137

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

7

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

March 31, 2008

(Unaudited)

Note 1 Basis of Presentation

The consolidated financial statements include the accounts of First Commonwealth Financial Corporation and its wholly owned subsidiaries (“First Commonwealth”). All material intercompany transactions have been eliminated in consolidation. The accounting and reporting policies of First Commonwealth 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 First Commonwealth’s financial position, results of operations, cash flows, and changes in shareholders’ equity as of and for the periods presented.

The results of operations for the three months ended March 31, 2008 and 2007 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 First Commonwealth’s 2007 Annual Report on Form 10-K which is available on First Commonwealth’s website at http://www.fcbanking.com. First Commonwealth’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, corporate governance information, policies, and documents as well as information about products and services offered by First Commonwealth. First Commonwealth includes its website address in this Quarterly Report on Form 10-Q only as an inactive textual reference and does not intend it to be an active link to First Commonwealth’s website.

Note 2 Supplemental Comprehensive Income Disclosures

The following table identifies the related tax effects allocated to each component of other comprehensive income in the Consolidated Statements of Changes in Shareholders’ Equity:

	March 31, 2008									March 31, 2007
	(dollars in thousands)
	Pre-tax Amount			Tax (Expense) Benefit			Net of Tax Amount			Pre-tax Amount			Tax (Expense) Benefit			Net of Tax Amount
Unrealized gains on securities:
Unrealized holding gains arising during the period	$	11,828		$	(4,140	)	$	7,688		$	3,131		$	(1,096	)	$	2,035
Less: reclassification adjustment for gains included in net income		(501	)		175			(326	)		(605	)		212			(393	)
Reclassification adjustment for losses realized in net income as a result of terminated cash flow hedges		-0-			-0-			-0-			74			(26	)		48
Net unrealized gains		11,327			(3,965	)		7,362			2,600			(910	)		1,690
Other comprehensive income	$	11,327		$	(3,965	)	$	7,362		$	2,600		$	(910	)	$	1,690

8

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

March 31, 2008

(Unaudited)

Note 3 Supplemental Cash Flow Disclosures

	For the Three Months Ended March 31,
	2008		2007
	(dollars in thousands)
Cash paid for:
Interest	$	40,947	$	39,093
Income taxes	$	700	$	750
Noncash investing and financing activities:
ESOP loan reductions	$	500	$	500
Loans transferred to other real estate owned and repossessed assets	$	2,712	$	1,716
Unrealized gains (losses) on securities available for sale, net	$	11,327	$	2,526

Note 4 Variable Interest Entities

In December 2003, the Financial Accounting Standards Board (“FASB”) issued FIN 46(R), “Consolidation of Variable Interest Entities.” As defined by FIN 46(R), 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. Under FIN 46(R), an entity that holds a variable interest in a VIE is required to consolidate the VIE if the entity is deemed to be the primary beneficiary, which generally means it is subject to a majority of the risk of loss from the VIE’s activities, is entitled to receive a majority of the entity’s residual returns, or both.

As part of its community reinvestment initiatives, First Commonwealth invests in qualified affordable housing projects as a limited partner. First Commonwealth receives Federal affordable housing tax credits and rehabilitation tax credits for these limited partnership investments. First Commonwealth’s maximum potential exposure to these partnerships is $3.3 million, which consists of the limited partnership investments as of March 31, 2008. Based on FIN 46(R), First Commonwealth has determined that these investments will not be consolidated but continue to be accounted for under the equity method whereby First Commonwealth’s portion of partnership losses are recognized as incurred.

Note 5 Commitments and Letters of Credit

Standby letters of credit are conditional commitments issued by First Commonwealth 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 First Commonwealth could be required to pay 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 or pledged. 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 following table identifies the notional amount of those instruments at March 31, 2008 (dollars in thousands):

Commitments to extend credit	$	1,331,572
Financial standby letters of credit	$	79,210
Performance standby letters of credit	$	25,214

9

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

March 31, 2008

(Unaudited)

Note 5 Commitments and Letters of Credit (continued)

The current notional amounts outstanding above include financial standby letters of credit of $7.4 million and performance standby letters of credit of $1.3 million issued during the first three months of 2008. A liability of $446 thousand has been recorded which represents the fair value of letters of credit issued in 2007 and 2008.

Note 6 Other-Than-Temporary Impairment of Investments

The following table presents the gross unrealized losses and fair values at March 31, 2008 for both available for sale and held to maturity securities by investment category and time frame for which the loss has been outstanding (dollars in thousands):

	Less Than 12 Months					12 Months or More					Total
Description of Securities	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
U.S. Government Corporations and Agencies	$	-0-	$	-0-		$	-0-	$	-0-		$	-0-	$	-0-
U.S. Government Agency CMO and MBS		41,008		(83	)		163,826		(1,194	)		204,834		(1,277	)
Corporate Securities		77,615		(7,159	)		28,194		(3,778	)		105,809		(10,937	)
Municipal Securities		42,388		(1,155	)		841		(30	)		43,229		(1,185	)
Other Mortgage Backed Securities		-0-		-0-			-0-		-0-			-0-		-0-
Total Debt Securities		161,011		(8,397	)		192,861		(5,002	)		353,872		(13,399	)
Equities		9,319		(758	)		651		(448	)		9,970		(1,206	)
Total Securities	$	170,330	$	(9,155	)	$	193,512	$	(5,450	)	$	363,842	$	(14,605	)

Management does not believe any individual loss as of March 31, 2008 represents an other-than-temporary impairment. The unrealized losses are predominantly attributable to changes in interest rates and general market conditions and not from the deterioration of the creditworthiness of the issuer. Management has both the intent and ability to hold the securities represented in the table for the time necessary to collect the contractual principal and interest of the debt securities and the cost of the equity securities.

Note 7 Income Taxes

At January 1, 2008 and March 31, 2008, First Commonwealth had no material unrecognized tax benefits or accrued interest and penalties. First Commonwealth will record interest and penalties as a component of non-interest expense. Federal and state tax years 2005 through 2007 were open for examination as of January 1, 2008.

Note 8 Fair Values of Assets and Liabilities

Statement of Financial Accounting Standards No. 159 (“SFAS 159”), “The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115” and Statement of Financial Accounting Standards No. 157 (“SFAS 157”), “Fair Value Measurements” became effective January 1, 2008. SFAS 159 permits entities to irrevocably elect to measure select financial instruments and certain other items at fair value. The unrealized gains and losses are required to be included in earnings each reporting period for the items that fair value measurement is elected. SFAS 157 defines fair value and the methods used for measuring fair value as well as requiring additional disclosures; however, it does not expand the use of fair value measurements.

First Commonwealth elected not to measure any existing financial instruments at fair value under SFAS 159.

10

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

March 31, 2008

(Unaudited)

Note 8 Fair Values of Assets and Liabilities (continued)

FASB Staff Position FIN 157-2 “Effective Date of FASB Statement No. 157” delays the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). First Commonwealth has elected to apply this deferral to all nonfinancial assets and nonfinancial liabilities that are measured on a nonrecurring basis. All nonfinancial assets are included in the “Other assets” category of the Consolidated Statements of Financial Condition.

In accordance with SFAS 157, First Commonwealth groups financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

• Level 1 – Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

• Level 2 – Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets or liabilities.

• Level 3 – Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. If the inputs used to provide the evaluation are unobservable and/or there is very little, if any, market activity for the security or similar securities, the securities would be considered Level 3 securities. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

The table below presents the balances of assets and liabilities measured at fair value on a recurring basis at March 31, 2008.

	Total		Level 1		Level 2		Level 3
	(dollars in thousands)
Securities Available for Sale	$	1,623,788	$	21,573	$	1,599,674	$	2,541
Other Assets		6,489		-0-		6,489		-0-
Total	$	1,630,277	$	21,573	$	1,606,163	$	2,541
Other Liabilities	$	6,489	$	-0-	$	6,489	$	-0-

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows at March 31, 2008:

	Securities Available for Sale
	(dollars in thousands)
Balance, beginning of quarter	$	2,604
Total gains (losses) realized/unrealized		(63	)
Purchases, settlements, pay downs, and maturities		-0-
Balance, end of quarter	$	2,541
The amount of total gains (losses) for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains (losses) relating to assets still held at reporting date	$	(63	)

11

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

March 31, 2008

(Unaudited)

Note 9 Derivative Instruments

First Commonwealth has interest rate derivatives that are not designated as hedging instruments. The derivatives relate to interest rate swaps that First Commonwealth enters into with customers to allow customers to convert variable rate loans to a fixed rate. First Commonwealth pays interest to the customer at a floating rate on the notional amount and receives interest from the customer at a fixed rate for the same notional amount. At the same time the interest rate swap is entered into with the customer, an offsetting interest rate swap is entered into with another financial institution. First Commonwealth pays the other financial institution interest at the same fixed rate on the same notional amount as the swap entered into with the customer, and receives interest from the financial institution for the same floating rate on the same notional amount. The swaps were evaluated using the credit risk of the clients and the financial institution to ensure there was not a material impact to the market value of the swaps.

Note 10 New Accounting Pronouncements

In March 2008, FASB issued Statement of Financial Accounting Standards No. 161 (“SFAS 161”) “Disclosures about Derivative Instruments and Hedging Activities- an amendment of FASB Statement No. 133.” Effective for fiscal years and interim periods beginning after November 15, 2008, SFAS 161 amends and expands the disclosure requirements of Statement No. 133 by requiring enhanced disclosures for how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for under Statement No. 133 and its related interpretations; and how derivative instruments and related items affect an entity’s financial position, financial performance and cash flows. SFAS 161 only relates to disclosures and therefore will not have an impact on First Commonwealth’s financial condition or results of operations.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160 (“SFAS 160”) “Noncontrolling Interests in Consolidated Financial Statements,” which is an amendment of Accounting Research Bulletin No. 51 “Consolidated Financial Statements.” The statement is effective for fiscal years beginning after December 15, 2008 and was issued at the same time as Statement of Financial Accounting Standards No. 141(R) “Business Combinations” to ensure the requirements of the statements were consistent. SFAS 160 establishes accounting and reporting standards for the noncontrolling ownership interests in a consolidated subsidiary, including the presentation of the ownership interest in the balance sheet, the income statement impact of the noncontrolling ownership interest, accounting for changes in ownership or deconsolidation of a subsidiary, and disclosure requirements. First Commonwealth currently does not have any consolidated subsidiaries with a noncontrolling ownership interest.

In December 2007, the FASB also issued Statement of Financial Accounting Standards No. 141(revised) (“SFAS 141(R)”) “Business Combinations,” which will apply to any business combination entered into with an acquisition date that is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Under SFAS 141(R), an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at fair value on the date of acquisition with limited exceptions. SFAS 141(R) also changes the accounting and disclosures for certain items related to business combinations to more accurately reflect the cost of the acquisition. The adoption of SFAS 141(R) will have an impact on accounting for business combinations once adopted, but the effect is dependent upon acquisitions at that time.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159 (“SFAS 159”) “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115.” Effective for fiscal years beginning after November 15, 2007, SFAS 159 permits entities to irrevocably elect to measure select financial instruments and certain other items at fair value. The unrealized gains and losses

12

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

March 31, 2008

(Unaudited)

Note 10 New Accounting Pronouncements (continued)

are required to be included in earnings each reporting period for the items that fair value measurement is elected. SFAS 159 currently did not have an impact on First Commonwealth’s financial condition or results of operations because management elected not to measure any existing financial instruments at fair value per SFAS 159 at this time; however, in the future we may elect to adopt SFAS 159 for select financial instruments.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (“SFAS 157”) “Fair Value Measurements.” Prior to SFAS 157 there were different definitions for fair value in the various accounting pronouncements that required fair value measurement, and there was limited guidance for applying the definitions, which created inconsistencies. Effective for fiscal years beginning after November 15, 2007, SFAS 157 defines fair value and the methods used for measuring fair value as well as requiring additional disclosures; however, it does not expand the use of fair value measurements. FASB issued Staff Position FIN 157-2 “Effective Date of FASB Statement No. 157” in February 2008, and it delays the effective date of SFAS 157 to fiscal years beginning after November 15, 2008 for nonfinancial assets and nonfinancial liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). First Commonwealth has elected to apply this deferral to all nonfinancial assets and nonfinancial liabilities that are measured on a nonrecurring basis. The implementation of SFAS 157 for financial instruments did not have a material impact on First Commonwealth’s financial condition or results of operations.

In September 2006, the FASB Emerging Issues Task Force issued EITF 06-4 “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements.” EITF 06-4 is limited to the recognition of a liability and related compensation costs for endorsement split-dollar life insurance arrangements that provide a benefit to an employee that extends to postretirement periods. Therefore, EITF 06-4 would not apply to a split-dollar life insurance arrangement that provides a specified benefit to an employee that is limited to the employee’s active service period with an employer. EITF 06-4 was effective for fiscal years beginning after December 15, 2007, and the adoption did not have a material impact on First Commonwealth’s financial condition or results of operations.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158 (“SFAS 158”) “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132R.” This Statement requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions, effective for fiscal years ending after December 15, 2008. The implementation is not expected to have a material impact on First Commonwealth’s financial condition or results of operations.

In June 2006, the FASB Emerging Issues Task Force issued EITF 06-11 “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards.” EITF 06-11 requires that tax benefits received for dividends related to share-based payments that are charged to retained earnings be recognized as an increase to additional paid-in capital and be included in the pool of excess tax benefits available to absorb tax deficiencies on share-based payment awards. EITF 06-11 was effective for dividends declared in fiscal years beginning after December 15, 2007, and the implementation did not have a material impact on First Commonwealth’s financial condition or results of operations.

13

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

This discussion and the related financial data are presented to assist in the understanding and evaluation of the consolidated financial condition and the results of operations of First Commonwealth Financial Corporation including its subsidiaries (“First Commonwealth”) for the three months ended March 31, 2008 and 2007, and should be read in conjunction with the Consolidated Financial Statements and notes thereto included in this Form 10-Q.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that describe our future plans, strategies and expectations. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” All forward-looking statements are based on assumptions and involve risks and uncertainties, many of which are beyond our control and which may cause our actual results, performance or achievements to differ materially from the results, performance or achievements contemplated by the forward-looking statements. These risks and uncertainties include, among other things:

• Competitive pressures among depository and other financial institutions nationally and in our market areas may increase significantly.

• Adverse changes in the economy or business conditions, either nationally or in our market areas, could increase credit-related losses and expenses and/or limit growth.

• Increases in defaults by borrowers and other delinquencies could result in increases in our provision for credit losses and related expenses.

• Our inability to manage growth effectively, including the successful expansion of our customer support, administrative infrastructure and internal management systems, could adversely affect our results of operations and prospects.

• Fluctuations in interest rates and market prices could reduce our net interest margin and asset valuations and increase our expenses.

• The consequences of continued bank acquisitions and mergers in our market areas, resulting in fewer but much larger and financially stronger competitors, could increase competition for financial services to our detriment.

• Our continued growth will depend in part on our ability to enter new markets successfully and capitalize on other growth opportunities.

• Changes in legislative or regulatory requirements applicable to us and our subsidiaries could increase costs, limit certain operations and adversely affect results of operations.

• Changes in tax requirements, including tax rate changes, new tax laws and revised tax law interpretations may increase our tax expense or adversely affect our customers’ businesses.

• Other risks and uncertainties described in this report and the other reports that First Commonwealth files with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K.

In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements in this report. We undertake no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise.

14

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

SUMMARY OF RESULTS

Earnings growth continues to be a challenge in this unusual interest rate environment, however, First Commonwealth has experienced positive developments during the first quarter of 2008 compared to the first quarter of 2007 which include:

• An increase in net income of $226 thousand, or 2.1%.

• Total loan increase of $189.7 million, which includes significant commercial loan growth.

• Significant non-interest income growth of $2.0 million, or 17.8%.

The lack of liquidity in the credit and capital markets during the first quarter of 2008 has provided us with an opportunity to grow our loan portfolio without having to sacrifice asset quality. First Commonwealth is not a participant or underwriter in the sub-prime mortgage loan or collateralized debt marketplace and therefore does not have any exposure to risks associated with these activities. All mortgage backed securities in First Commonwealth’s investment portfolio are AAA rated and backed by U.S. Government agencies.

First Commonwealth reported first quarter 2008 net income of $11.1 million or $0.15 per diluted share compared to $10.9 million or $0.15 per diluted share in the same period last year. The return on average equity and average assets was 7.73% and 0.75%, respectively, during the first quarter of 2008 compared to 7.64% and 0.74%, respectively, for the first quarter of 2007.

Net income increased $226 thousand, or 2.1%, from the comparable period last year primarily due to an increase in non-interest income, partly offset by a decline in net interest income, a larger provision for credit losses and higher non-interest expense. Income tax expense increased $350 thousand for the first quarter of 2008 compared to the same period in 2007. Nontaxable income and tax credits had a smaller impact on the effective tax rate in the first quarter of 2008 due to a $576 thousand increase in pretax income compared to the same period last year.

The following table illustrates the impact on diluted earnings per share of changes in certain components of net income for the first three months of 2008 compared to the first three months of 2007:

Net income per diluted share, prior year period	$	0.15
Increase (decrease) from changes in:
Insurance commissions		0.01
Other operating income		0.01
Occupancy and equipment costs		(0.01	)
Advertising expense		0.01
Other operating expenses		(0.01	)
Provision for income taxes		(0.01	)
Net income per diluted share	$	0.15

Net Interest Income

Net interest income, which is our primary source of revenue, is the difference between interest income from earning assets (loans, securities and Federal funds sold) and interest expense paid on liabilities (deposits, repurchase agreements, short-term borrowings and long-term debt). The amount of net interest income is affected by both changes in the level of interest rates and the amount and composition of earning assets and interest-bearing

15

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (continued)

Net Interest Income (continued)

liabilities. The net interest margin is expressed as the percentage of net interest income, on a fully tax equivalent basis, to average earning assets. To compare the tax exempt asset yields to taxable yields, amounts are adjusted to the pretax equivalent amounts based on the marginal corporate Federal tax rate of 35%. The tax equivalent adjustment to net interest income was $3.6 million and $3.7 million for the first quarter of 2008 and 2007.

Net interest income decreased $167 thousand, or 0.40%, for the quarter ended March 31, 2008 compared to the same period in 2007. Interest income decreased $2.4 million primarily due to a decline of 31 basis points, or 0.31%, in the yield on interest-earning assets that was partly offset by a $56.6 million increase in average interest-earning assets. Interest expense decreased $2.2 million as the rate paid on interest-bearing liabilities decreased 24 basis points, or 0.24%, which was partly offset by a $34.5 million increase in average interest-bearing liabilities.

The increase of $56.6 million in average interest-earning assets in the first quarter of 2008 compared to the first quarter of 2007 was driven by an increase in average loans of $98.1 million, partly offset by a decrease in average investment securities of $39.6 million. The $34.5 million increase in average interest-bearing liabilities was mainly due to an increase of $23.4 million in average borrowings in the first quarter of 2008 compared to the same period in 2007 which was primarily used to fund the growth in interest-earning assets.

The net interest margin for the three months ended March 31, 2008 decreased only eight basis points, or 0.08%, to 3.28%, compared with 3.36% in the first quarter of 2007 despite significant Federal Reserve Bank reductions of 200 basis points, or 2%, in short-term rates during the first quarter of 2008.

First Commonwealth uses simulation models to help manage exposure to changes in interest rates. A discussion of the effects of changing interest rates is included in the “Market Risk” section of this discussion. Interest and fees on loans for the three months ended March 31, 2008 decreased $1.8 million, or 2.9%, compared to the same period in 2007. The first quarter 2008 decrease was a result of a 45 basis point, or 0.45%, decrease in the yield on loans partly offset by an increase of $98.1 million in average loans.

Interest income on investments decreased $514 thousand in the first quarter of 2008 from the first quarter of 2007 mainly due to a $39.6 million decline in the average balance of investment securities. Interest on deposits decreased $552 thousand compared to the same period in 2007 due to lower rates paid on deposits partly offset by increased balances. Average interest-bearing deposits rose $11.1 million with increases being recorded in time deposits of $54.0 million partly offset by decreases in interest-bearing demand deposits of $9.4 million and savings deposits of $33.5 million. The cost of deposits decreased nine basis points, or .09%, to 2.88% in the first quarter of 2008 compared to the same period in 2007. In our management of deposit levels and mix, we continue to evaluate the cost of time deposits compared to alternative funding sources as we balance our goal of providing customers with competitive rates while also minimizing our cost of funds.

Interest expense on short-term borrowings decreased $1.2 million, or 25.1%, for the first quarter of 2008 compared to the same period in 2007. This decrease was primarily due to a 156 basis point, or 1.56% decline in rates.

Interest expense on long-term debt decreased $430 thousand, or 6.7%, for the first quarter of 2008 compared to the same period in 2007. The decrease was primarily due to the $32.3 million decrease in average long-term debt for the first quarter of 2008 compared to the first quarter of 2007.

16

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (continued)

Net Interest Income (continued)

The following is an analysis of the average balance sheets and net interest income for the three months ended March 31:

	Average Balance Sheets and Net Interest Income Analysis
	2008							2007
	(dollars in thousands)
	Average Balance			Income/ Expense		Yield or Rate (a)		Average Balance			Income/ Expense		Yield or Rate (a)
Assets
Interest-earning assets:
Interest-bearing deposits with banks	$	546		$	5	3.71	%	$	622		$	11	6.75	%
Tax-free investment securities		320,191			3,595	6.95			300,025			3,371	7.01
Taxable investment securities		1,321,117			16,140	4.91			1,380,899			16,878	4.96
Federal funds sold		43			-0-	2.86			1,871			24	5.30
Loans, net of unearned income (b)(c)		3,835,587			62,067	6.69			3,737,477			63,913	7.14
Total interest-earning assets		5,477,484			81,807	6.27			5,420,894			84,197	6.58
Noninterest-earning assets:
Cash		73,860							83,093
Allowance for credit losses		(42,358	)						(43,321	)
Other assets		487,546							485,980
Total noninterest-earning assets		519,048							525,752
Total Assets	$	5,996,532						$	5,946,646
Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand deposits (d)	$	573,121		$	1,747	1.23	%	$	582,560		$	2,571	1.79	%
Savings deposits (d)		1,089,059			5,348	1.98			1,122,522			6,081	2.20
Time deposits		2,164,394			23,938	4.45			2,110,361			22,933	4.41
Short-term borrowings		493,776			3,705	3.02			438,139			4,946	4.58
Long-term debt		549,016			5,985	4.38			581,290			6,415	4.48
Total interest-bearing liabilities		4,869,366			40,723	3.36			4,834,872			42,946	3.60
Noninterest-bearing liabilities and capital:
Noninterest-bearing demand deposits (d)		510,150							503,477
Other liabilities		38,054							30,027
Shareholders’ equity		578,962							578,270
Total noninterest-bearing funding sources		1,127,166							1,111,774
Total Liabilities and Shareholders’ Equity	$	5,996,532						$	5,946,646
Net Interest Income and Net Yield on Interest-Earning Assets				$	41,084	3.28	%				$	41,251	3.36	%

(a) Yields on interest-earning assets have been computed on a tax equivalent basis using the 35% Federal income tax statutory rate.

(b) Income on nonaccrual loans is accounted for on the cash basis, and the loan balances are included in interest-earning assets.

(c) Loan income includes loan fees.

(d) Average balances do not include reallocations from noninterest-bearing demand deposits and interest-bearing demand deposits into savings deposits, which were made for regulatory purposes.

17

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (continued)

Net Interest Income (continued)

The following table shows the effect of changes in volumes and rates on interest income and interest expense for the three months ended March 31:

	Analysis of Changes in Net Interest Income
	2008 Change from 2007
	(dollars in thousands)
	Total Change			Change Due to Volume			Change Due to Rate (a)
Interest-earning assets:
Interest-bearing deposits with banks	$	(6	)	$	(1	)	$	(5	)
Tax-free investment securities		224			349			(125	)
Taxable investment securities		(738	)		(731	)		(7	)
Federal funds sold		(24	)		(24	)		-0-
Loans		(1,846	)		1,727			(3,573	)
Total interest income		(2,390	)		1,320			(3,710	)
Interest-bearing liabilities:
Interest-bearing demand deposits		(824	)		(42	)		(782	)
Savings deposits		(733	)		(181	)		(552	)
Time deposits		1,005			587			418
Short-term borrowings		(1,241	)		628			(1,869	)
Long-term debt		(430	)		(355	)		(75	)
Total interest expense		(2,223	)		637			(2,860	)
Net interest income	$	(167	)	$	683		$	(850	)

(a) Changes in interest income or expense not arising solely as a result of volume or rate variances are allocated to rate variances due to interest sensitivity of consolidated assets and liabilities.

Provision for Credit Losses

The provision for credit losses is determined based on management’s estimates of the appropriate level of allowance for credit losses needed to absorb probable losses inherent in the loan portfolio, after giving consideration to charge-offs and recoveries for the period. The provision for credit losses is an amount added to the allowance against which credit losses are charged.

The provision for credit losses for the first quarter of 2008 increased $200 thousand compared to the first quarter of 2007. While First Commonwealth experienced payoffs on loans that carried specific allocated reserves that resulted in an improvement in credit quality, additional provisions were warranted due to the growth in the commercial portfolio. During the first quarter, two nonaccrual loans were paid off, which resulted in charge-offs of $1.5 million; however, the prior year allocations for these loans exceeded these charge-offs. As a result, net credit losses exceeded the provision by $783 thousand.

The allowance for credit losses was $41.6 million at March 31, 2008, which represents a ratio of 1.08% of average loans outstanding compared to 1.16% reported at March 31, 2007. Management believes that the allowance for credit losses is at a level deemed sufficient to absorb losses inherent in the loan portfolio at March 31, 2008.

18

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (continued)

Provision for Credit Losses (continued)

Below is an analysis of the consolidated allowance for credit losses for the three months ended March 31:

	2008		2007
	(dollars in thousands)
Balance, beginning of year	$	42,396	$	42,648
Loans charged off:
Commercial, financial and agricultural		1,018		477
Loans to individuals		933		1,125
Real estate-construction		26		-0-
Real estate-commercial		2,029		114
Real estate-residential		389		958
Lease financing receivables		-0-		7
Total loans charged off		4,395		2,681
Recoveries of loans previously charged off:
Commercial, financial and agricultural		153		196
Loans to individuals		138		122
Real estate-construction		-0-		-0-
Real estate-commercial		136		75
Real estate-residential		6		40
Lease financing receivables		-0-		-0-
Total recoveries		433		433
Net credit losses		3,962		2,248
Provision charged to expense		3,179		2,979
Balance, end of period	$	41,613	$	43,379

Non-Interest Income

The following table presents the components of non-interest income for the three months ended March 31:

	2008		2007
	(dollars in thousands)
Non-Interest Income
Net securities gains	$	501	$	605
Trust income		1,532		1,418
Service charges on deposit accounts		4,425		4,165
Insurance commissions		1,277		730
Income from bank owned life insurance		1,487		1,490
Card related interchange income		1,753		1,485
Other income		2,481		1,533
Total non-interest income	$	13,456	$	11,426

Total non-interest income for the first quarter of 2008 increased $2.0 million, or 17.8%, from the first quarter of 2007, primarily due to increases in service charges on deposit accounts, higher insurance commissions, increases in card related interchange income, and increases in other income.

19

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (continued)

Non-Interest Income (continued)

Net security gains in 2008 were primarily due to proceeds from the mandatory redemption of Class B Common Stock in VISA Inc. The 2007 net security gains were primarily due to trust preferred investment securities being called at a premium.

Service charges on deposit accounts increased $260 thousand, or 6.2%, for the first quarter of 2008 compared to the corresponding period of 2007. The increase was primarily due to the opening of de novo offices and additional revenue generated from customer overdrafts.

Insurance commissions increased $547 thousand, or 74.9%, during the first quarter of 2008 compared to the corresponding period in 2007. Higher sales, additional producers and an enhanced calling program resulted in increased insurance commissions.

Card related interchange income includes income on debit, credit and ATM cards that are issued to consumers and/or businesses. Card related interchange income increased $268 thousand, or 18.0%, during the first quarter of 2008 compared to the same period in 2007 primarily due to additional volume from existing cards as well as volume from new card issuance.

Other income increased $948 thousand, or 61.8% during the first quarter of 2008 compared to the same periods in 2007. Other income increased primarily due to increased letter of credit fees and swap fees.

Non-Interest Expense

The following table presents the components of non-interest expense for the three months ended March 31:

	2008		2007
	(dollars in thousands)
Non-Interest Expense
Salaries and employee benefits	$	20,330	$	20,284
Net occupancy expense		3,907		3,353
Furniture and equipment expense		3,078		2,717
Advertising expense		628		1,095
Data processing expense		1,051		954
Pennsylvania shares tax expense		1,271		1,469
Intangible amortization		831		870
Other expenses		7,760		7,027
Total non-interest expense	$	38,856	$	37,769

Total non-interest expense was $38.9 million for the first quarter of 2008, reflecting an increase of $1.1 million, or 2.9%, over the corresponding period in 2007. These increases were primarily due to higher net occupancy expense, furniture and equipment expense and other expenses partially offset by a decrease in advertising expense.

During the first quarter of 2008, salaries and employee benefits increased 4.1% compared to the corresponding period of 2007 after adjusting for the $746 thousand executive separation payment in the first quarter of 2007, and includes annual merit increases. Full time equivalent employees were 1,586 at the end of the first quarter of 2008 compared to 1,573 at the end of the first quarter of 2007.

20

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (continued)

Non-Interest Expense (continued)

Net occupancy expense increased $554 thousand, or 16.5%, for the first quarter of 2008 compared to the first quarter of 2007 primarily due to branch expansion and higher building repairs and maintenance costs.

Furniture and equipment expense increased $361 thousand, or 13.3%, in the first quarter of 2008 mainly due to technology related expenses.

Advertising expense decreased $467 thousand, or 42.6%, for the quarter ended March 31, 2008, compared to the prior year period primarily due to increased branding efforts in the first quarter of 2007.

Other expenses increased $733 thousand, or 10.4%, for the first quarter 2008 compared to the same period in 2007 primarily due to increased contributions, professional fees, collection fees, and operational losses.

Income Tax

Income tax expense was $1.4 million for the first quarter of 2008, representing an increase of $350 thousand from the first quarter of 2007. First Commonwealth’s effective tax rate was 11.1% for the first quarter of 2008 compared to 8.7% for the corresponding period in 2007. Nontaxable income and tax credits had a smaller impact on the effective tax rate in the first quarter of 2008 due to a $576 thousand increase in pretax income compared to the same period last year.

LIQUIDITY

Liquidity refers to our ability to meet the cash flow requirements of depositors and borrowers as well as our operating cash needs with cost-effective funding. We generate funds to meet these needs primarily through the core deposit base of First Commonwealth Bank and the maturity or repayment of loans and other interest-earning assets. We also have access to external sources of liquidity, including overnight Federal funds, repurchase agreements and overnight or term borrowings from the Federal Home Loan Bank. We can also raise cash through the sale of earning assets, such as loans and marketable securities, or the sale of debt or equity securities in the capital markets.

Liquidity risk arises from the possibility that we may not be able to meet our financial obligations and operating cash needs or may become overly reliant upon external funding sources. In order to manage this risk, our Board of Directors has established an Asset and Liability Management Policy that identifies primary sources of liquidity, establishes procedures for monitoring and measuring liquidity and quantifies minimum liquidity requirements based on limits approved by our Board. This policy designates our Asset/Liability Committee (ALCO) as the body responsible for meeting these objectives. The ALCO, which includes members of executive management, reviews liquidity on a periodic basis and approves significant changes in strategies that affect balance sheet or cash flow positions. Liquidity is centrally managed on a daily basis by our Treasury Department.

First Commonwealth’s long-term liquidity source is a large core deposit base and a strong capital position. Core deposits are the most stable source of liquidity a bank can have due to the long-term relationship with a deposit customer. The level of deposits during any period is influenced by factors outside of management’s control, such as the level of short-term and long-term market interest rates and yields offered on competing investments, such as money market mutual funds. During the first quarter of 2008, total deposits decreased $26.6 million while

21

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

LIQUIDITY (continued)

loans increased $195.4 million, which was the primary cause of short-term borrowings increasing $288.7 million. The following table shows a breakdown of the components of First Commonwealth’s interest-bearing deposits:

	March 31, 2008		December 31, 2007
	(dollars in thousands)
Interest-bearing demand deposits	$	93,040	$	96,994
Savings deposits		1,593,328		1,547,117
Time deposits		2,091,969		2,179,905
Total interest-bearing deposits	$	3,778,337	$	3,824,016

At March 31, 2008 noninterest-bearing deposits increased by $19.1 million and interest-bearing deposits decreased $45.7 million compared to December 31, 2007. The $46.2 million increase in savings deposits for the first three months of 2008 was substantially offset by the $4.0 million decrease in interest-bearing demand deposits and the $87.9 million decrease in time deposits.

The following table shows a breakdown of loans by classification as of the periods presented:

	March 31, 2008			December 31, 2007			September 30, 2007			June 30, 2007			March 31, 2007
	(dollars in thousands)
Commercial, financial, agricultural and other	$	1,052,971		$	926,904		$	901,679		$	866,590		$	854,843
Real estate-construction		241,114			207,708			143,680			123,844			101,719
Real estate-residential		1,230,928			1,237,986			1,268,313			1,288,089			1,312,389
Real estate-commercial		909,613			861,077			865,389			899,669			914,389
Loans to individuals		458,576			464,106			480,956			496,228			519,711
Leases, net of unearned income		-0-			62			136			305			494
Gross loans and leases		3,893,202			3,697,843			3,660,153			3,674,725			3,703,545
Unearned income		(19	)		(24	)		(30	)		(37	)		(47	)
Total loans and leases net of unearned income	$	3,893,183		$	3,697,819		$	3,660,123		$	3,674,688		$	3,703,498

MARKET RISK

Market risk refers to potential losses arising from changes in interest rates, foreign exchange rates, equity prices and commodity prices. Our market risk is composed primarily of interest rate risk. Interest rate risk is comprised of repricing risk, basis risk, yield curve risk and options risk. Repricing risk arises from differences in the cash flow or repricing between asset and liability portfolios. Basis risk arises when asset and liability portfolios are related to different market rate indices, which do not always change by the same amount. Yield curve risk arises when asset and liability portfolios are related to different maturities on a given yield curve; when the yield curve changes shape, the risk position is altered. Options risk arises from “embedded options” within asset and liability products as certain borrowers have the option to prepay their loans when rates fall while certain depositors can redeem their certificates early when rates rise.

22

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

MARKET RISK (continued)

The process by which we manage our interest rate risk is called asset/liability management. The goals of our asset/liability management are increasing net interest income without taking undue interest rate risk or material loss of net market value of our equity, while maintaining adequate liquidity. Net interest income is increased by widening the interest spread and increasing earning assets. Liquidity is measured by the ability to meet both depositors’ and credit customers’ requirements.

We use an asset/liability model to measure our interest rate risk. Interest rate risk measures include earnings simulation and gap analysis. Gap analysis is a static measure that does not incorporate assumptions regarding future business. Gap analysis, while a helpful diagnostic tool, displays cash flows for only a single rate environment. Net interest income simulations explicitly measure the exposure to earnings from changes in market rates of interest. Our current financial position is combined with assumptions regarding future business to calculate net interest income under various hypothetical rate scenarios. Our net interest income simulations assume a level balance sheet whereby new volumes equal run-offs. The ALCO reviews earnings simulations over multiple years under various interest rate scenarios. Reviewing these various measures provides us with a reasonably comprehensive view of our interest rate profile.

The following gap analysis compares the difference between the amount of interest-earning assets and interest-bearing liabilities subject to repricing over a period of time. The ratio of rate sensitive assets to rate sensitive liabilities repricing within a one year period was 0.63 and 0.64 at March 31, 2008 and December 31, 2007, respectively. A ratio of less than one indicates a higher level of repricing liabilities over repricing assets over the next twelve months.

23

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

MARKET RISK (continued)

Following is the gap analysis as of March 31, 2008 and December 31, 2007:

	March 31, 2008
	(dollars in thousands)
	0-90 Days			91-180 Days			181-365 Days			Cumulative 0-365 Days			Over 1 Year Thru 5 Years			Over 5 Years
Loans	$	1,476,123		$	206,110		$	402,136		$	2,084,369		$	1,556,852		$	251,962
Investments		225,281			136,992			156,635			518,908			842,636			329,537
Other interest-earning assets		219			-0-			-0-			219			-0-			-0-
Total interest-sensitive assets (ISA)		1,701,623			343,102			558,771			2,603,496			2,399,488			581,499
Certificates of deposit		686,572			513,220			429,101			1,628,893			445,629			17,349
Other deposits		1,686,466			-0-			-0-			1,686,466			-0-			-0-
Borrowings		714,362			24,178			67,695			806,235			318,405			45,083
Total interest-sensitive liabilities (ISL)		3,087,400			537,398			496,796			4,121,594			764,034			62,432
Gap	$	(1,385,777	)	$	(194,296	)	$	61,975		$	(1,518,098	)	$	1,635,454		$	519,067
ISA/ISL		0.55			0.64			1.12			0.63			3.14			9.31
Gap/Total assets		22.64	%		3.18	%		1.01	%		24.81	%		26.73	%		8.48	%
	December 31, 2007
	(dollars in thousands)
	0-90 Days			91-180 Days			181-365 Days			Cumulative 0-365 Days			Over 1 Year Thru 5 Years			Over 5 Years
Loans	$	1,389,601		$	181,132		$	371,834		$	1,942,567		$	1,540,670		$	214,582
Investments		210,972			129,592			168,023			508,587			798,857			338,382
Other interest-earning assets		1,719			-0-			-0-			1,719			-0-			-0-
Total interest-sensitive assets (ISA)		1,602,292			310,724			539,857			2,452,873			2,339,527			552,964
Certificates of deposit		660,483			538,584			484,661			1,683,728			477,219			18,854
Other deposits		1,644,215			-0-			-0-			1,644,215			-0-			-0-
Borrowings		437,500			26,665			40,169			504,334			349,759			41,083
Total interest-sensitive liabilities (ISL)		2,742,198			565,249			524,830			3,832,277			826,978			59,937
Gap	$	(1,139,906	)	$	(254,525	)	$	15,027		$	(1,379,404	)	$	1,512,549		$	493,027
ISA/ISL		0.58			0.55			1.03			0.64			2.83			9.23
Gap/Total assets		19.37	%		4.33	%		0.26	%		23.44	%		25.71	%		8.38	%

The following table presents an analysis of the potential sensitivity of our annual net interest income to immediate and parallel changes (shocks) in market rates versus if rates remained unchanged, based on March 31, 2008 information (dollars in thousands):

	+ 200			+ 100			- 100			- 200
Net interest income change (12 months):	($	971	)	($	591	)	($	963	)	($	3,655	)

24

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

MARKET RISK (continued)

The ALCO is responsible for the identification and management of interest rate risk exposure. As such, the ALCO continuously evaluates strategies to manage our exposure to interest rate fluctuations. We recognize that asset/liability models are based on methodologies that may have inherent shortcomings. Furthermore, asset/liability models require certain assumptions be made, such as prepayment rates on earning assets and pricing impact on non-maturity deposits, which may differ from actual experience. These business assumptions are based upon our experience, business plans and published industry experience. While management believes such assumptions to be reasonable, there can be no assurance that modeled results will approximate actual results.

FAIR VALUES OF ASSETS AND LIABILITIES

In accordance with Statement of Financial Accounting Standards No. 157 (“SFAS 157”) “Fair Value Measurements,” fair values for investment securities are based on quoted market prices, if available. If quoted market prices are not available, the valuation for investment securities involves several third party sources. The primary provider of this information utilizes evaluated pricing models that vary based on asset class and include available trade, bid and other market information.

Fair values used for investment securities are validated through periodic reviews of changes in total portfolio value, as well as key portfolio groups, compared to movements in interest rates, credit risks as well as underlying financial markets.

CREDIT RISK

First Commonwealth maintains an allowance for credit losses at a level deemed sufficient to absorb losses inherent in the loan and lease portfolios at each statement of financial condition. 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.

First Commonwealth’s methodology for assessing the appropriateness of the allowance for credit losses consists of several key elements. These elements include an assessment of individual problem loans, delinquency and loss experience trends, and other relevant factors. While allocations are made to specific loans and pools of loans, the total allowance is available for all loan losses.

Nonperforming loans include nonaccrual loans and restructured loans. Nonaccrual loans represent loans on which interest accruals have been discontinued. Restructured loans are those loans whose 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.

We discontinue interest accruals on a loan when, based on current information and events, it is probable that we will be unable to fully collect principal or interest due according to the contractual terms of the loan. A loan is also placed in nonaccrual status when, based on regulatory definitions, the loan is maintained on a “cash basis” due to the weakened financial condition of the borrower. Past due loans are those loans which are contractually past due 90 days or more as to interest or principal payments but are well secured and in the process of collection.

Nonperforming loans are closely monitored on an ongoing basis as part of our loan review and work-out process. The potential risk of loss on these loans is evaluated by comparing the loan balance to the fair value of any underlying collateral or the present value of projected future cash flows. Losses are recognized where appropriate.

25

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

CREDIT RISK (continued)

The following table identifies amounts of loan losses and nonperforming loans:

	March 31,
	2008			2007
	(dollars in thousands)
Nonperforming Loans:
Loans on nonaccrual basis	$	48,799		$	12,746
Troubled debt restructured loans		143			157
Total nonperforming loans	$	48,942		$	12,903
Loans past due in excess of 90 days and still accruing	$	20,066		$	13,644
Other real estate owned	$	3,280		$	1,663
Loans outstanding at end of period	$	3,893,183		$	3,703,498
Average loans outstanding	$	3,835,587		$	3,737,477
Nonperforming loans as a percentage of total loans		1.26	%		0.35	%
Provision for credit losses	$	3,179		$	2,979
Allowance for credit losses	$	41,613		$	43,379
Net credit losses	$	3,962		$	2,248
Net credit losses as a percentage of average loans outstanding (annualized)		0.42	%		0.24	%
Provision for credit losses as a percentage of net credit losses		80.24	%		132.52	%
Allowance for credit losses as a percentage of average loans outstanding		1.08	%		1.16	%
Allowance for credit losses as a percentage of end-of-period loans outstanding		1.07	%		1.17	%
Allowance for credit losses as a percentage of nonperforming loans		85.03	%		336.19	%

The following table identifies impaired loans, and information regarding the relationship of impaired loans to the allowance for credit losses at March 31, 2008 and March 31, 2007:

	2008		2007
	(dollars in thousands)
Recorded investment in impaired loans at end of period	$	48,942	$	12,903
Average balance of impaired loans for the period	$	50,997	$	12,523
Allowance for credit losses related to impaired loans	$	11,648	$	2,261
Impaired loans with an allocation of the allowance for credit losses	$	38,733	$	8,216
Impaired loans with no allocation of the allowance for credit losses	$	10,209	$	4,687
Income recorded on impaired loans on a cash basis	$	112	$	148

Nonaccrual loans increased $36.1 million to $48.8 million at March 31, 2008 compared to $12.7 million at March 31, 2007, mainly due to a $30.0 million commercial credit relationship placed on nonaccrual during the second quarter of 2007. This credit relationship has been monitored since the second quarter of 2006 when management disclosed that this credit had experienced deterioration. This credit is collateralized by real estate and equipment and a reserve has been allocated, primarily during 2006, to cover the expected losses.

26

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

CREDIT RISK (continued)

Loans past due in excess of 90 days and still accruing increased $6.4 million to $20.1 million compared to March 31, 2007. The majority of this increase is related to one commercial loan that management believes is adequately collateralized by real estate.

Other real estate owned increased $1.6 million to $3.3 million compared to March 31, 2007. The increase is primarily due to one large credit placed in other real estate owned during the first quarter of 2008.

In 2006, First Commonwealth purchased $7.0 million in loans from EFI, a division of Sterling Financial Corporation of Lancaster, Pennsylvania (“Sterling”). Sterling subsequently disclosed an investigation, which is still ongoing, into financial irregularities related to certain financing contracts at EFI. Loans in this portfolio are collateralized by equipment, and reserves were allocated in the second quarter of 2007 to cover expected losses. At March 31, 2008, the remaining balance in the portfolio was $4.1 million, of which $3.0 million was classified as nonaccrual. No EFI loans were reclassified by First Commonwealth as nonaccrual during the first quarter of 2008. PNC Financial Services Group, Inc. finalized the acquisition of Sterling on April 4, 2008.

CAPITAL RESOURCES

At March 31, 2008, shareholders’ equity was $574.5 million, an increase of $5.7 million from December 31, 2007. The increase was primarily due to unrealized holding gains on securities and net income, offset by dividends paid. A strong capital base provides First Commonwealth 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. In consideration of these factors, management’s primary emphasis with respect to First Commonwealth’s capital position is to maintain an adequate and stable equity to assets ratio.

The Federal Reserve Board has issued risk-based capital adequacy guidelines, which 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 of 3%.

The table below presents First Commonwealth’s capital position at March 31, 2008:

	Capital Amount		Ratio
	(dollars in thousands)
Tier I Capital to Risk-Weighted Assets	$	497,138	10.5	%
Risk-Based Requirement	$	189,047	4.0	%
Total Capital to Risk-Weighted Assets	$	538,751	11.4	%
Risk-Based Requirement	$	378,095	8.0	%
Leverage Capital Ratio	$	497,138	8.5	%
Minimum Leverage Requirement	$	174,719	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 March 31, 2008, First Commonwealth’s banking subsidiary exceeded those requirements.

27

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information appearing in Item 2 of this report under the caption “Market Risk” is incorporated by reference in response to this item.

ITEM 4. CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms of the Securities and Exchange Commission.

In addition, our management, including our Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal controls over financial reporting to determine whether any changes occurred during the current fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. No such changes were identified in connection with this evaluation.

28

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no material legal proceedings to which First Commonwealth is 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 First Commonwealth.

ITEM 1A. RISK FACTORS

There were no material changes to the risk factors described in Item 1A in First Commonwealth’s Annual Report on Form 10-K for the period ended December 31, 2007.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

29

FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

PART II – OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibit Number	Description	Incorporated by Reference to
10.1	2008 Annual Cash Incentive Plan	Filed herewith
10.2	2008 – 2010 Long Term Incentive Plan	Filed herewith
31.1	Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.1	Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.2	Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

30

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: May 8, 2008	/s/ John J. Dolan
	John J. Dolan
	President and Chief Executive Officer
DATED: May 8, 2008	/s/ Edward J. Lipkus, III
	Edward J. Lipkus, III
	Executive Vice President and Chief Financial Officer

31

EX-10.1

Exhibit 10.1

First Commonwealth Financial Corporation

2008 ANNUAL CASH INCENTIVE PLAN

1. Purpose; Effective Date

This 2008 Annual Cash Incentive Plan (the “Plan”) of First Commonwealth Financial Corporation (the “Company”) is designed to enable the Company to attract and retain key employees of the Company and its subsidiaries and to align the interests of such key employees with those of shareholders by promoting and rewarding the achievement of annual corporate and individual performance goals. The Plan was approved by the Committee (as defined in Section 2) on February 19, 2008 and is effective as of January 1, 2008.

2. Definitions

As used in this Plan, the following capitalized terms will have the meanings set forth below:

(a) “Actual Award” means the actual award (if any) payable to a Participant for the Performance Period.

(b) “Award” means, as the context requires, an Actual Award and/or a Target Award.

(c) “Award Notice” means any written notice or document (including through electronic medium) communicating a Target Award to a Participant.

(d) “Base Salary” means the base salary of a Participant as of the effective date of the Award Notice; provided, that if a Participant receives an increase in base salary after the effective date of the Award Notice, the Committee may, in its sole discretion, prorate the Participant’s Base Salary for purposes of determining the Participant’s Target Award and Actual Award under this Plan.

(e) “Board” means the Board of Directors of the Company.

(f) “Cause” shall mean, with respect to a Participant:

(i) if the Participant is a party to an employment or consulting agreement (excluding change of control agreements) with the Company or any Subsidiary, “cause” for termination as defined in that agreement; or

(ii) if the Participant is not a party to an employment or consulting agreement or if such agreement does not define “cause” for termination (or words of similar import), any of the following:

1

(A) The Participant is convicted of, or pleads guilty or nolo contendere to, any crime which constitutes a felony under the laws of the United States or of any state or territory thereof; or

(B) The Participant deliberately and intentionally fails or refuses to perform his or her duties to the Company (other than during such time as the Participant is incapacitated due to an accident or illness or during the Participant’s regularly scheduled vacation periods) for a period of thirty (30) consecutive days following the receipt by the Participant of a notice from the Company setting forth the facts upon which the Company relies in concluding that the Participant has deliberately and intentionally refused to perform the Participant’s duties and indicating with specificity the duties that the Company demands that the Participant perform without delay.

(g) “Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

(h) “Committee” shall mean the Executive Compensation Committee or other independent committee of the Board referred to in Section 3 hereof.

(i) “Company” has the meaning given in the first paragraph.

(j) “Corporate Performance Goals” has the meaning given in Section 5.

(k) “Disinterested Director” shall mean a director who qualifies as an “outside director” for purposes of Section 162(m) of the Code.

(l) “Individual Performance Goals” has the meaning given in Section 5.

(m) “Participant” shall mean an employee of the Company or any of its subsidiaries who is designated by the Committee.

(n) “Performance Goals” shall mean, as the context requires, Corporate Performance Goals and/or Individual Performance Goals.

(o) “Performance Period” has the meaning given in Section 5.

(p) “Plan” has the meaning given in the first paragraph.

(q) “Target Award” means the award that would be paid to a Participant under the Plan assuming that the “Target” performance level is achieved for each Performance Goal. Each Target Award shall be expressed as a percentage of the Participant’s Base Salary. In the case of any employee who becomes a Participant during 2008 as a result of being hired or changing job positions the Target Award shall be prorated based on the portion of the year in which such person is a Participant.

2

(r) “Termination of Service” occurs when a Participant shall cease to serve as an employee of the Company, for any reason, whether voluntarily or involuntarily, by reason of death or disability, with or without cause, for good reason, or otherwise.

3. Administration

(a) The Plan shall be administered by the Committee or such other committee of the Board that, in either case, is composed of not less than two Disinterested Directors, each of whom shall be appointed by and serve at the pleasure of the Board. In administering the Plan, the Committee may at its option employ compensation consultants, accountants and counsel and other persons to assist or render advice to the Committee, all at the expense of the Company.

(b) Any determinations made by the Committee in connection with the Plan shall be final and binding on the Company and subsidiaries and each Participant in the Plan. The Committee has full power to interpret, amend, modify, suspend, or terminate the Plan at any time and for any reason.

4. Selection of Participants and Determination of Awards

(a) Selection of Participants. The Committee shall, in its sole discretion, determine those officers and other key employees of the Company and its subsidiaries who shall be Participants in the Plan.

(b) Determination of Target Awards. The Committee, in its sole discretion, shall establish a Target Award for each Participant.

(c) Award Notice. Target Awards granted pursuant to the Plan shall be communicated by an Award Notice. Award Notices need not be signed by the Participant and may be modified by subsequent Award Notices, subject to the approval of the Committee, at any time or from time to time without the consent of the Participant.

5. Performance Goals

(a) Establishment of Performance Goals. All Participants will be evaluated based on the Company’s attainment of the performance goals set forth on Exhibit A (the “Corporate Performance Goals”) for the Company’s fiscal year ending December 31, 2008 (the “Performance Period”) and the Participant’s attainment of individual performance goals approved by the Committee based on the recommendations of the Chief Executive Officer of the Company (“CEO”) and set forth in the Participant’s Award Notice (“Individual Performance Goals”); provided, however, that if the CEO is a Participant, his Individual Performance Goals shall be established by the Committee in executive session without the CEO present. Each Participant may earn an Actual Award equal to, greater than, or less than his or her Target Award, subject to established “threshold,” “target,” and “superior” levels of corporate and individual performance as described in Section 6 below.

3

(b) Individual Performance Goals. Individual Performance Goals will be designed to motivate and reward individual behaviors that are aligned with business needs and shareholder interests. These measures and associated levels of performance may be less formulaic than Corporate Performance Goals under the Plan.

(c) Weighting. Each Corporate Performance Goal and Individual Performance Goal will be assigned a weighting, expressed as a percentage. The weighting of each Corporate Performance Goal is set forth on Exhibit A. Each Individual Performance Goal shall be equally weighted. The aggregate weighting of Individual Performance Goals shall be thirty percent (30%) for each Participant other than the CEO. The aggregate weighting of Individual performance Goals for the CEO shall be twenty percent (20%).

6. Calculation and Payment of Actual Awards.

(a) Each Performance Goal shall be measured based on three possible levels of achievement: Threshold, Target and Superior, and the Actual Award for that Performance Goal shall be determined as follows:

i. Below Threshold. If the actual performance for a Performance Goal is less than the Threshold level, the Actual Award for that Performance Goal shall be $0.

ii. Between Threshold and Target. If the actual performance for a Performance Goal is greater than or equal to the Threshold level but less than the Target level, the Actual Award for that Performance Goal shall be calculated by multiplying the Target Award by the product of (x) the percentage weighting for the Performance Goal multiplied by (y) the Applicable Percentage. As used in this clause (ii), the “Applicable Percentage” shall be an amount, expressed as a percentage, calculated as follows for each Performance Goal:

A. Subtract the actual performance level for the Performance Goal from the Threshold level of performance for that Performance Goal and divide the difference by the Threshold level for the Performance Goal. The product shall be expressed as a positive decimal that is rounded to the nearest three decimal places.

B. Multiply the amount derived from the formula in clause (A) above by 0.5 and add 0.5 to the resulting product. The resulting decimal, expressed as a percentage, shall be the “Applicable Percentage.”

4

iii. Between Target and Superior. If the actual performance for a Performance Goal is greater than or equal to the Target level but less than the Superior level, the Actual Award for that Performance Goal shall be calculated by multiplying the Target Award by the product of (x) the percentage weighting for that Performance Goal multiplied by (y) the Applicable Percentage. As used in this clause (iii), the “Applicable Percentage” shall be an amount, expressed as a percentage, calculated as follows for each Performance Goal:

A. Subtract the Target performance level for the Performance Goal from the actual level of performance for that Performance Goal and divide the difference by the excess of the Superior level over the Target level for the Performance Goal. The quotient shall be expressed as a decimal that is rounded to the nearest three decimal places.

B. Multiply the amount derived from the formula in clause (A) above by 0.5 and add 1.0 to the resulting product. The resulting decimal, expressed as a percentage, shall be the “Applicable Percentage.”

iv. At or Above Superior. If the actual performance for a Performance Goal equals or exceeds the Superior level, the Actual Award for that Performance Goal shall be calculated by multiplying the Target Award by the product of (x) the percentage weighting for the Performance Goal multiplied by (y) 150%.

(b) Awards will be paid to Participants as soon as practicable following the determination and certification of actual performance relative to Performance Goals (generally within 75 days of the end of the Company’s fiscal year).

(c) Payment under the Plan is subject to compliance by the Participant with any written agreement between the Participant and the Company, including an employment agreement or any non-competition, non-solicitation or non-disclosure agreement. If the Participant breaches any such agreement, in addition to any other remedies that the Company may have under such agreement, the Participant shall immediately forfeit his/her right to receive any unpaid amounts earned under the Plan and repay any amounts previously paid under the Plan.

7. EPS Growth Threshold.

Notwithstanding any other provision of this Plan, no Actual Award will be paid under the Plan unless the Company’s Earnings Per Share for 2008 (calculated in accordance with Exhibit A) equals or exceeds the Earnings Per Share “Target” set forth on Exhibit A.

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8. Termination of Service

Upon Termination of Service of a Participant during any Measurement Period for any reason, the participant will cease to be a participant in this Plan and will not be eligible for any bonus payment; provided, however, that in such circumstances, the Committee, in its discretion, may determine that the Participant will be entitled to receive a pro rata or other portion of the Award.

9. Miscellaneous Provisions

(a) Claw-Back Rights. The Committee will, to the extent permitted by law, have the sole and absolute authority to make retroactive adjustments to any Awards paid to Participants where the payment was predicated upon the achievement of erroneous financial or strategic business results, or where the employee engaged in intentional misconduct that increased any employee’s Award. Where applicable, the Company will seek to recover any amount determined to have been inappropriately received by a Participant under the Plan.

(b) Regulatory Approvals. The Plan and any Award made hereunder shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any government or regulatory agency as may be required.

(c) Limitation of Liability; Indemnification. No member of the Board or the Committee, nor any officer or employee of the Company acting on behalf or at the request of the Board or the Committee shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan. All members of the Board and the Committee, and each and any officer or employee of the Company acting on their behalf or at their request will, to the extent permitted by law, be fully indemnified and protected by the Company against any losses, liabilities, costs or damages that they may incur in respect of any such action, determination, or interpretation.

(d) Tax Withholding. The Company shall withhold all applicable taxes from any Actual Award, including any federal, state and local taxes.

(e) No Effect on Employment or Service. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment or service at any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its subsidiaries shall not be deemed a Termination of Service.

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(f) Participation. No employee or officer of the Company or any subsidiary shall have the right to be selected to receive an Award under this Plan, or, having been so selected, have the right to receive a future Award.

(g) Beneficiary Designations. If permitted by the Committee, a Participant under the Plan may name a beneficiary or beneficiaries to whom any earned but unpaid Award shall be paid in the event of the Participant’s death. Each such designation shall revoke all prior designations by the Participant and shall be effective only if given in a form and manner acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

(h) Nontransferability of Awards. No Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent provided in Section 8(g). All rights with respect to an Award granted to a Participant shall be available during his or her lifetime only to the Participant.

(i) Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

(j) Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

(k) Governing Law. The Plan and all Awards shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania, but without regard to its conflict of law provisions.

(l) Captions. Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan.

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EX-10.2

Exhibit 10.2

First Commonwealth Financial Corporation

2008-2010 LONG-TERM INCENTIVE PLAN

1. Purpose; Effective Date

This 2008-2010 Long-Term Incentive Plan (“the Plan”) of First Commonwealth Financial Corporation (the “Company”) is designed to enable the Company to attract and retain key employees of the Company and its subsidiaries and to align the interests of such key employees with those of shareholders by promoting and rewarding the achievement of long-range corporate performance goals. The Plan was approved by the Committee (as defined in Section 2) on February 19, 2008 and is effective as of January 1, 2008.

2. Definitions

As used in this Plan, the following capitalized terms will have the meanings set forth below:

(a) “Actual Award” means the actual award (if any) payable to a Participant for the Performance Period.

(b) “Award” means, as the context requires, an Actual Award and/or a Target Award.

(c) “Award Agreement” means any written agreement, contract or other instrument or document (including through electronic medium) communicating a Target Award to a Participant.

(d) “Base Salary” means the base salary of a Participant as of the effective date of the Award Agreement; provided, however, that if a Participant is promoted or otherwise receives an increase in base salary during the Performance Period, the Committee may, in its sole discretion, prorate the Participant’s Base Salary for purposes of determining the Participant’s Target Award and Actual Award under this Plan.

(e) “Board” means the Board of Directors of the Company.

(f) “Cause” shall mean, with respect to a Participant:

(i) if the Participant is a party to an employment or consulting agreement (excluding change of control agreements) with the Company or any Subsidiary, “cause” for termination as defined in that agreement; or

(ii) if the Participant is not a party to an employment or consulting agreement or if such agreement does not define “cause” for termination (or words of similar import), any of the following:

(A) The Participant is convicted of, or pleads guilty or nolo contendere to, any crime which constitutes a felony under the laws of the United States or of any state or territory thereof; or

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(B) The Participant deliberately and intentionally fails or refuses to perform his or her duties to the Company (other than during such time as the Participant is incapacitated due to an accident or illness or during the Participant’s regularly scheduled vacation periods) for a period of thirty (30) consecutive days following the receipt by the Participant of a notice from the Company setting forth the facts upon which the Company relies in concluding that the Participant has deliberately and intentionally refused to perform the Participant’s duties and indicating with specificity the duties that the Company demands that the Participant perform without delay.

(g) “Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

(h) “Committee” shall mean the Executive Compensation Committee or other independent committee of the Board referred to in Section 3 hereof.

(i) “Company” has the meaning given in the first paragraph.

(j) “Disinterested Director” shall mean a director who qualifies as an “outside director” for purposes of Section 162(m) of the Code.

(k) “Participant” shall mean an employee of the Company or any of its subsidiaries who is designated by the Committee.

(l) “Performance Goal” is defined in Section 5.

(m) “Performance Period” has the meaning given in Section 5.

(n) “Plan” has the meaning given in the first paragraph.

(o) “Target Award” means the award that would be paid to a Participant under the Plan assuming that the “Target” performance level is achieved for each Performance Goal. Each Target Award shall be expressed as a percentage of the Participant’s Base Salary. In the case of any employee who becomes a Participant during the Performance Period as a result of being hired or changing job positions the Target Award shall be prorated based on the portion of the Performance Period in which such person is a Participant.

(p) “Termination of Service” occurs when a Participant shall cease to serve as an employee of the Company, for any reason, whether voluntarily or involuntarily, by reason of death or disability, with or without cause, for good reason, or otherwise.

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3. Administration

(a) The Plan shall be administered by the Committee or such other committee of the Board that, in either case, is composed of not less than two Disinterested Directors, each of whom shall be appointed by and serve at the pleasure of the Board. In administering the Plan, the Committee may at its option employ compensation consultants, accountants and counsel and other persons to assist or render advice to the Committee, all at the expense of the Company.

(b) Any determinations made by the Committee in connection with the Plan shall be final and binding on the Company and subsidiaries and each Participant in the Plan. The Committee has full power to interpret, amend, modify, suspend, or terminate the Plan at any time and for any reason.

4. Selection of Participants and Determination of Awards

(a) Selection of Participants. The Committee shall, in its sole discretion, determine those officers and other key employees of the Company and its subsidiaries who shall be Participants in the Plan.

(b) Determination of Target Awards. The Committee, in its sole discretion, shall establish a Target Award for each Participant.

(c) Award Agreements. Target Awards granted pursuant to the Plan shall be evidenced by an Award Agreement. Award Agreements need not be signed by the Participant and may be amended by the Committee at any time or from time to time without the consent of the Participant.

5. Performance Goals

(a) Establishment of Performance Goals. All Participants will be evaluated based on the Company’s attainment of the performance goals set forth on Exhibit A (the “Performance Goals”) over the three-year period from January 1, 2008 through December 31, 2010 (the “Performance Period”). Each Participant may earn an Actual Award equal to, greater than, or less than his or her Target Award, subject to established “threshold,” “target,” and “superior” levels of corporate performance as described in Section 6 below.

(b) Weighting. Each Performance Goal is assigned a weighting, expressed as a percentage, as set forth on Exhibit A.

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6. Calculation and Payment of Actual Awards.

(a) Each Performance Goal shall be measured based on three possible levels of achievement: Threshold, Target and Maximum, and the Actual Award for that Performance Goal shall be determined as follows:

i. Below Threshold. If the actual performance for a Performance Goal is less than the Threshold level, the Actual Award for that Performance Goal shall be $0.

ii. Between Threshold and Target. If the actual performance for a Performance Goal is greater than or equal to the Threshold level but less than the Target level, the Actual Award for that Performance Goal shall be calculated by multiplying the Target Award by the product of (x) the percentage weighting for the Performance Goal multiplied by (y) the Applicable Percentage. As used in this clause (ii), the “Applicable Percentage” shall be an amount, expressed as a percentage, calculated as follows for each Performance Goal:

A. Subtract the actual performance level for the Performance Goal from the Threshold level of performance for that Performance Goal and divide the difference by the Threshold level for the Performance Goal. The product shall be expressed as a positive decimal that is rounded to the nearest three decimal places.

B. Multiply the amount derived from the formula in clause (A) above by 0.5 and add 0.5 to the resulting product. The resulting decimal, expressed as a percentage, shall be the “Applicable Percentage.”

iii. Between Target and Superior. If the actual performance for a Performance Goal is greater than or equal to the Target level but less than the Superior level, the Actual Award for that Performance Goal shall be calculated by multiplying the Target Award by the product of (x) the percentage weighting for that Performance Goal multiplied by (y) the Applicable Percentage. As used in this clause (iii), the “Applicable Percentage” shall be an amount, expressed as a percentage, calculated as follows for each Performance Goal:

A. Subtract the Target performance level for the Performance Goal from the actual level of performance for that Performance Goal and divide the difference by the excess of the Superior level over the Target level for the Performance Goal. The quotient shall be expressed as a decimal that is rounded to the nearest three decimal places.

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B. Multiply the amount derived from the formula in clause (A) above by 0.5 and add 1.0 to the resulting product. The resulting decimal, expressed as a percentage, shall be the “Applicable Percentage.”

iv. At or Above Superior. If the actual performance for a Performance Goal equals or exceeds the Superior level, the Actual Award for that Performance Goal shall be calculated by multiplying the Target Award by the product of (x) the percentage weighting for the Performance Goal multiplied by (y) 150%.

(b) Awards will be paid to Participants as soon as practicable following the determination and certification of actual performance relative to Performance Goals (generally within 75 days of the end of the Performance Period).

(c) Payment under the Plan is subject to compliance by the Participant with any written agreement between the Participant and the Company, including an employment agreement or any non-competition, non-solicitation or non-disclosure agreement. If the Participant breaches any such agreement, in addition to any other remedies that the Company may have under such agreement, the Participant shall immediately forfeit his/her right to receive any unpaid amounts earned under the Plan and repay any amounts previously paid under the Plan.

7. Settlement of Awards using Equity

The Committee shall have the right, in its sole discretion, to settle any Award granted to a Participant under this Plan using shares of the Company’s common stock having a fair market equal to the amount of the Actual Award payable to the Participant. For that purpose, “fair market value” shall be determined using the average of the closing prices of the Company’s common stock on the New York Stock Exchange over the five trading days ending on the day prior to the final determination of the Company’s performance for the Performance Period. Any shares issued pursuant to the Plan may be subject to such restrictions and vesting conditions as the Committee may determine, provided that vesting shall be based solely upon continued service for a period not to exceed three years following the date of issuance and shall be accelerated upon a change of control or involuntary termination without Cause. Notwithstanding the foregoing, in no event shall Awards be settled using shares of the Company’s common stock unless the shares are issued pursuant to an equity-based compensation plan that is approved by the Company’s shareholders as provided under the listing standards of the New York Stock Exchange.

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8. Termination of Service

Upon Termination of Service of a Participant during the Performance Period for any reason, the participant will cease to be a participant in this Plan and will not be eligible for any bonus payment; provided, however, that in such circumstances, the Committee, in its discretion, may determine that the Participant will be entitled to receive a pro rata or other portion of the Award.

9. Miscellaneous Provisions

(a) Claw-Back Rights. The Committee will, to the extent permitted by law, have the sole and absolute authority to make retroactive adjustments to any Awards paid to Participants where the payment was predicated upon the achievement of erroneous financial or strategic business results, or where the employee engaged in intentional misconduct that increased any employee’s Award. Where applicable, the Company will seek to recover any amount determined to have been inappropriately received by a Participant under the Plan.

(b) Regulatory Approvals. The Plan and any Award made hereunder shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any government or regulatory agency as may be required.

(c) Limitation of Liability; Indemnification. No member of the Board or the Committee, nor any officer or employee of the Company acting on behalf or at the request of the Board or the Committee shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan. All members of the Board and the Committee, and each and any officer or employee of the Company acting on their behalf or at their request will, to the extent permitted by law, be fully indemnified and protected by the Company against any losses, liabilities, costs or damages that they may incur in respect of any such action, determination, or interpretation.

(d) Tax Withholding. The Company shall withhold all applicable taxes from any Actual Award, including any federal, state and local taxes.

(e) No Effect on Employment or Service. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment or service at any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its subsidiaries shall not be deemed a Termination of Service.

(f) Participation. No employee or officer of the Company or any subsidiary shall have the right to be selected to receive an Award under this Plan, or, having been so selected, have the right to receive a future Award.

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(g) Beneficiary Designations. If permitted by the Committee, a Participant under the Plan may name a beneficiary or beneficiaries to whom any earned but unpaid Award shall be paid in the event of the Participant’s death. Each such designation shall revoke all prior designations by the Participant and shall be effective only if given in a form and manner acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

(h) Nontransferability of Awards. No Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent provided in Section 8(g). All rights with respect to an Award granted to a Participant shall be available during his or her lifetime only to the Participant.

(i) Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

(j) Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

(k) Governing Law. The Plan and all Awards shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania, but without regard to its conflict of law provisions.

(l) Captions. Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan.

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EX-31.1

EXHIBIT 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John J. Dolan, 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 officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) 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

d) 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 officer 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 the 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.

DATED: May 8, 2008	/s/ John J. Dolan
	John J. Dolan President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Edward J. Lipkus, III, 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 officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) 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

d) 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 officer 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 the 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.

DATED: May 8, 2008	/s/ Edward J. Lipkus, III
	Edward J. Lipkus, III Executive Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, John J. Dolan, President and Chief Executive Officer of First Commonwealth Financial Corporation (“First Commonwealth”), certify that the Quarterly Report of First Commonwealth on Form 10-Q for the period ended March 31, 2008, 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 First Commonwealth at the end of such period and the results of operations of First Commonwealth for such period.

DATED: May 8, 2008	/s/ John J. Dolan
	John J. Dolan President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Edward J. Lipkus, III, Executive Vice President and Chief Financial Officer of First Commonwealth Financial Corporation (“First Commonwealth”), certify that the Quarterly Report of First Commonwealth on Form 10-Q for the period ended March 31, 2008, 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 First Commonwealth at the end of such period and the results of operations of First Commonwealth for such period.

DATED: May 8, 2008	/s/ Edward J. Lipkus, III
	Edward J. Lipkus, III Executive Vice President and Chief Financial Officer