8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2008

First Commonwealth Financial Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania	001-11138	25-1428528
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

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

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 7.01 Regulation FD Disclosure.

John J. Dolan, President and Chief Executive Officer of First Commonwealth Financial Corporation (the “Company”), and Edward J. Lipkus, III, Executive Vice President and Chief Financial Officer of the Company, will be presenting at the Community Bank Investor Conference sponsored by KBW (Keefe, Bruyette & Woods) on Tuesday, July 29, 2008 at 1:30 p.m. (Eastern Time), in New York City. Copies of the slides that Messrs. Dolan and Lipkus will utilize in their presentation are furnished as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit	Description
99.1	Slide Presentation for July 29, 2008 Presentation by John J. Dolan and Edward J. Lipkus, III

SIGNATURES

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

Dated: July 28, 2008

FIRST COMMONWEALTH FINANCIAL CORPORATION
By:	/S/ EDWARD J. LIPKUS, III
Edward J. Lipkus, III
Executive Vice President and Chief Financial Officer

EX-99.1

1

Keefe, Bruyette & Woods

9

th

Annual Community Bank Investor Conference

July 28 –

30, 2008

time to be…

First!

™

John J. Dolan

President and CEO

Edward J. Lipkus, III

Executive V.P. and CFO

Exhibit 99.1

Today’s Agenda

Company Overview

Lines of Business

Financials

Conclusion

Q&A

2

FORWARD-LOOKING STATEMENTS

The matters discussed in this presentation contain forward-looking statements that describe First

Commonwealth’s future plans, strategies and expectations.  All forward-looking statements are based on

assumptions and involve risks and uncertainties, many of which are beyond the control of First Commonwealth

and which may cause actual results, performance or achievements to differ materially from the results,

performance or achievements contemplated by the forward-looking statements.  Such risks and uncertainties

include, among other things, the following:

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

losses on loans and related expenses.

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.

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 we file with the Securities

and Exchange Commission, including our 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 discussed in this presentation. First Commonwealth undertakes no obligation to publicly

update or otherwise revise any forward-looking statements, whether as a result of new information, future events

or otherwise.

Forward-Looking Statement

3

Company Overview

Headquarters:  Indiana, Pennsylvania

Exchange:  NYSE (FCF)

Listing Date:  June 10, 1992

Institutional Ownership:  36%

Insider Ownership:  5%

Full Service Financial Institution

Commercial

Consumer

Wealth Management

-

Trust

-

Insurance

-

Financial Advisors

Ownership information as of most recent filing

4

Price (07/24/08):  $10.95

Market Cap:  $802 million

Total Assets:  $6.3 billion

Index Membership:  Russell 2000

S&P Small Cap 600

Company Overview

112 branches proudly serving

15 Western and Central

Pennsylvania counties

Four de novos scheduled for completion in 2008

-

Including Squirrel Hill (Pittsburgh) which

opened on March 10, 2008

5

Company Overview

Historical Legacy of Conservative Lending Practices

-

relationship driven lender 

-

no sub-prime

-

well diversified loan portfolio

-

conservative investment portfolio

Strong Dividend History

Beginning Stages of Business Transformation

6

Recent Fundamental Changes

New Executive Leadership Team

Performance Measurement

-

accountability

-

well defined goals

-

alignment of compensation

-

profitable sales driven culture into each line of business

Internal Restructuring

-

align structure with strategy

-

provide role clarity

-

improved collaboration among all lines of business

7

Commercial Services

Strategies

Develop 3 key core competencies

Corporate finance capabilities

Commercial real estate lending capabilities

Regional/middle market lending capabilities

Serve client needs in contiguous markets (LPO’s)

Opportunities

Enhanced cash management & product offerings

Continued cross selling opportunities

8

$1,890

$1,911

$1,996

$2,204

$2,411

2Q07

3Q07

4Q07

1Q08

2Q08

$415 million growth in

commercial loans year-to-date

Wealth Management

9

Strategies

Hired several talented investment representatives

Improved alliance with branches

Opportunities

Employee Benefits

Cross-selling

Product development

Revenue increased 27% Y/Y

Wealth Management Revenue

(thousands)

$2,148

$2,375

$2,581

$2,337

$2,809

$2,932

1Q07

2Q07

3Q07

4Q07

1Q08

2Q08

Consumer Services

10

Strategies

New leadership

Development of new product offerings

Sales blitzes

Internal sales campaigns with

coordinated marketing efforts

Consumer Loans increased for the first time in several quarters

20% increase in checking account openings in June

Opportunities

Increase market penetration in Pittsburgh area

Improve de novo branch performance

Develop stronger small business model

Core Deposit Growth YTD

8.6%

13.1%

8.3%

0%

5%

10%

15%

12/31/07                                                                                                                 06/30/08

Non-interest Bearing DDA

Interest Bearing DDA

Savings Deposits

Financials

11

Year-to-Date Income Statement

(thousands)

2008

2007

Net Interest Income (after provision)

79,475

$        

75,696

$        

3,779

$  

5%

Non-Interest Income

26,545

23,827

2,718

11%

Non-Interest Expense

77,741

74,652

3,089

4%

Taxes

4,245

2,488

1,757

71%

Net Income

24,034

$        

22,383

$        

1,651

$  

7%

EPS (diluted)

0.33

$            

0.31

$            

0.02

$    

6%

Six Months Ended June 30,

Change

2.75

2.85

2.95

3.05

3.15

3.25

3.35

3.45

3.55

4Q06

1Q07

2Q07

3Q07

4Q07

1Q08

2Q08*

Net Interest Margin

12

*Excludes loan prepayment fee which contributed 12bps to NIM (3.54%)

Interest earning asset growth 

Lower cost of funds

-

higher priced CDs running off

Loans

13

Commercial Loan Growth (YTD)

Commercial & Industrial

45%

Construction

24%

Real Estate

31%

Total loans increased 11% YTD

Commercial loans increased 21% YTD

Total Loans

(billions)

$3.5

$3.6

$3.7

$3.7

$3.9

$4.1

FY04

FY05

FY06

FY07

1Q08

2Q08

Asset Quality

Responsible, relationship driven lender

No direct subprime

exposure

Same conservative underwriting standards, regardless

of where we are in the credit cycle

All mortgage-backed securities in our investment

portfolio are AAA rated and backed by U.S.

government agencies

99% of our pooled trust preferred securities carry a

Moody rating of A3 or better

14

$1.6B

U.S. Agency

6%

Pooled Trust Preferred

7%

Single Issue Trust Preferred

1%

Agency MBS, CMO's

63%

Equity Securities

5%

Tax-Free Municipals

18%

Investment Portfolio

15

As of 06/30/08

Bank

Stock

29%

Other

Stock

2%

FHLB

Stock

69%

Bank stocks consist exclusively of

regional financial institutions

Investment Consideration

We are a conservative financial institution with room to

grow within our current footprint

Execution = Results

Improving fundamentals

Near-term growth catalyst, long-term focus

-

increase internal capital generation

16

Appendix

Market Demographics

—

Room to grow within our market

Source: SNL Financial

Ownership: Current

Demographic Profile

County

Market

Rank

Number

of

Branches

Company

Deposits

in Market

($000)

Total Deposits

in Market

($000)

Deposit

Market

Share

(%)

Percent of

Franchise

(%)

Median

HH

Income

2007

($)

HH

Income

Change

2000-2007

(%)

Projected

HH Income

Change

2007-2012

(%)

Allegheny

6

34

1,139,479

45,946,734

2.48

25.76

50,158

30.90

19.30

Westmoreland

2

17

840,892

6,498,393

12.94

19.01

47,325

27.52

17.37

Indiana

2

9

533,026

1,963,263

27.15

12.05

37,525

24.14

15.69

Cambria

3

10

435,457

2,496,886

17.44

9.85

38,634

28.07

18.50

Blair

4

7

254,620

1,876,345

13.57

5.76

41,586

26.04

18.30

Clearfield

2

5

252,269

1,276,665

19.76

5.70

38,911

24.26

15.50

Somerset

3

5

169,972

1,121,927

15.15

3.84

38,259

23.94

15.63

Lawrence

6

5

165,277

1,473,057

11.22

3.74

41,979

25.99

18.53

Jefferson

2

3

144,261

828,610

17.41

3.26

39,595

24.63

15.18

Butler

10

5

120,413

2,839,929

4.24

2.72

54,038

27.33

17.71

Elk

3

3

120,287

620,356

19.39

2.72

47,419

25.74

15.38

Bedford

4

3

95,238

634,075

15.02

2.15

40,031

22.92

13.61

Armstrong

5

2

77,966

1,019,163

7.65

1.76

39,217

24.44

15.49

Washington

13

3

53,805

3,471,290

1.55

1.22

48,684

29.18

19.03

Beaver

10

1

19,744

2,146,087

0.92

0.45

47,239

27.55

17.15

PA Totals

112

4,422,706

74,212,781

5.96

100

Weighted Average: Pennsylvania  Franchise

44,309

27.29

17.49

Aggregate: Entire State of Pennsylvania

51,375

28.09

18.02

Aggregate: National

53,154

26.06

17.59

18

Market Share

Early signs of improvement

—

In 2006, we lost market share in 12 of our 15

counties

—

In 2007, our market share increased in 10 of

these 15 counties

Source: SNL Financial

Ownership: Current

Market Share Analysis - First Commonwealth Financial Corporation

Corporate Headquarters:  Indiana, Pennsylvania

Pennsylvania (PA)

Market

Rank

Branch

Count

Percent of

Parent's

Deposits

2007

2007

2007

2004

2005

2006

2007

County

(%)

(%)

(%)

change

(%)

change

(%)

change

Allegheny

6

34

25.76

2.89

2.75

(0.14)

2.48

(0.27)

2.48

0.00

Westmoreland

2

17

19.01

12.39

12.95

0.56

12.82

(0.13)

12.94

0.12

Indiana

2

9

12.05

32.04

30.57

(1.47)

29.51

(1.06)

27.15

(2.36)

Cambria

3

10

9.85

17.10

18.05

0.95

17.90

(0.15)

17.44

(0.46)

Blair

4

7

5.76

11.40

11.63

0.23

11.91

0.28

13.57

1.66

Clearfield

2

5

5.70

20.06

20.29

0.23

19.44

(0.85)

19.76

0.32

Somerset

3

5

3.84

14.49

14.92

0.43

14.80

(0.12)

15.15

0.35

Lawrence

6

5

3.74

12.93

12.52

(0.41)

12.07

(0.45)

11.22

(0.85)

Jefferson

2

3

3.26

17.56

17.21

(0.35)

16.33

(0.88)

17.41

1.08

Butler

10

5

2.72

5.28

5.24

(0.04)

4.17

(1.07)

4.24

0.07

Elk

3

3

2.72

18.54

18.92

0.38

18.92

0.00

19.39

0.47

Bedford

4

3

2.15

13.95

15.03

1.08

14.74

(0.29)

15.02

0.28

Armstrong

5

2

1.76

7.98

7.63

(0.35)

6.88

(0.75)

7.65

0.77

Washington

13

3

1.22

1.39

1.63

0.24

1.73

0.10

1.55

(0.18)

Beaver

10

1

0.45

1.04

0.77

(0.27)

0.76

(0.01)

0.92

0.16

Total Market Share

19

$0.00

$0.10

$0.20

$0.30

$0.40

$0.50

$0.60

$0.70

$0.80

Company Overview

1985

Present

-

We recognize the importance of our dividend to our shareholders

“…the focus of our strategic initiatives is the achievement of

earnings per share growth that supports our exceptionally

strong dividend.”

Dividend History

John J. Dolan

President and CEO

20

•

Strong dividend history

•

Attractive yield, especially in today’s

interest rate environment

Dividend

Dividend Yield

Increase earnings to return

dividend payout ratio to a more

“normalized”

level

21

Source:  SNL Financial

0%

1%

2%

3%

4%

5%

6%

7%

8%

FY 00

FY 01

FY 02

FY 03

FY 04

FY 05

FY 06

FY 07

2Q08

YTD

Commercial Loans

22

Committed Balances by Industry

June 30, 2008

6%

13%

5%

8%

37%

22%

3%

6%

Construction

Manufacturing

Wholesale Trade

Retail Trade

Finance Insurance and Real Estate

Services

Public Administration

Miscellaneous

Asset Quality

23

*Excludes one large credit placed into non-accrual during 2Q07 ($29,950)

0

5,000

10,000

15,000

20,000

25,000

30,000

2Q06

3Q06

4Q06

1Q07

2Q07

3Q07

4Q07

1Q08

2Q08

Non-Accrual

Past Due +90 Days

FCF

21.7%

KBW Regional

Bank Index

-29.8%

Regional Peer

Group

-12.1%

Total Return

As of 07/24/08

12 Month Total Shareholder Return

24

Source:  SNL Financial

Definitions

Community Bank System, Inc.

CBU

F.N.B. Corporation

FNB

First Financial Bancorp.

FFBC

FirstMerit Corporation

FMER

Fulton Financial Corporation

FULT

Harleysville National Corporation

HNBC

National Penn Bancshares, Inc.

NPBC

NBT Bancorp Inc.

NBTB

Park National Corporation

PRK

Provident Bankshares Corporation

PBKS

S&T Bancorp, Inc.

STBA

Sun Bancorp, Inc.

SNBC

Susquehanna Bancshares, Inc.

SUSQ

United Bankshares, Inc.

UBSI

WesBanco, Inc.

WSBC

Regional Bank Peer Group

25

Notes