8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 20, 2009

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.

First Commonwealth Financial Corporation (the “Company”) will hold its annual meeting of shareholders on April 20, 2009, beginning at 3:00 p.m. Representatives of the Company, including David S. Dahlmann, Chairman, John J. Dolan, President and Chief Executive Officer, and Robert J. Ventura, Chairman of the Executive Compensation Committee of the Board of Directors, will give presentations at the annual meeting. Copies of the slides that will accompany those presentations are furnished with this report as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Number	Description
99.1	Slide Presentation for Annual Meeting of Shareholders on April 20, 2009.

SIGNATURES

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

Dated: April 20, 2009

FIRST COMMONWEALTH FINANCIAL CORPORATION
By:	/s/    Edward J. Lipkus, III
Name:	Edward J. Lipkus, III
Title:	Executive Vice President and
	Chief Financial Officer

EX-99.1

Welcome!

2009 Annual Shareholder Meeting

April 20, 2009

Exhibit 99.1

Welcoming Remarks

David S. Dahlmann

Chairman

of

the

Board

First

Commonwealth

Financial

Corporation

Business Meeting

David R. Tomb, Jr., Esq.

Secretary and Treasurer

First Commonwealth Financial Corporation

Election of Directors

Incentive Compensation Plan

Chairman’s Message

Chairman’s Message

Accountable Governance

Strength & Stability

Chairman’s Message

Strategic Direction & Execution

Leadership & Accountability

Accurate & Transparent

Communication

Chairman’s Message

Dividend Reduction

Timing Change

CEO’s Address

John J. Dolan

President & CEO

First Commonwealth Financial Corporation

CEO’s Address

Executive Officers

Thad Clements –

EVP / Strategic Resources

Ed Lipkus –

EVP / CFO

Len Lombardi –

SVP / Chief Audit Executive

Sue McMurdy

–

EVP / CIO

John Previte –

SVP / Investments

Mike Price –

President / First Commonwealth Bank

Dave Tomb –

SVP / Secretary & Treasurer

CEO’s Address

Overview

2008 Environment

2008 Performance

Critical Decisions

CEO’s Address

2008 Environment

Market Volatility

Unemployment Rate

Real Estate Market in Turmoil

Federal Bailouts

Changes to Competitive Landscape

Declining Consumer Confidence

CEO’s Address

2008 Performance

Household Growth

Core Net Income Growth

Checking & Savings Growth

Loan Portfolio Growth

Improved Brand Recognition and Market

Acceptance

Stock Performance

Company Name

Total Assets

($000)

1 Year               3 Year               5 Year          

Total Return

(%)

Total Return

(%)

Total Return

(%)

1

WesBanco, Inc. (WSBC)

5,222,041

-2.46

-20.51

-7.88

2

Park National Corporation (PRK)

7,070,720

-16.47

-39.37

-36.28

3

First Commonwealth Financial Corp. (FCF)

6,425,880

-18.91

-28.23

-21.66

4

S&T Bancorp, Inc. (STBA)

4,438,368

-31.22

-34.87

-15.68

5

United Bankshares, Inc. (UBSI)

8,102,091

-32.03

-49.31

-32.49

6

Old National Bancorp (ONB)

7,873,890

-34.25

-39.58

-34.97

7

F.N.B. Corporation (FNB)

8,364,811

-46.96

-45.67

-53.70

8

Susquehanna Bancshares, Inc. (SUSQ)

13,682,988

-50.84

-57.47

-53.88

9

National Penn Bancshares, Inc. (NPBC)

9,403,431

-51.88

-52.99

-47.18

10

Harleysville National Corporation (HNBC)

5,490,509

-55.52

-67.56

-68.84

11

Irwin Financial Corporation (IFC)

4,914,315

-63.28

-89.32

-92.09

12

United Community Banks, Inc. (UCBI)

8,520,765

-74.71

-84.30

-80.98

13

Integra Bank Corporation (IBNK)

3,357,100

-87.95

-90.86

-90.80

14

AMCORE Financial, Inc. (AMFI)

5,059,824

-91.81

-94.44

-93.80

15

South Financial Group, Inc. (TSFG)

13,602,326

-92.42

-95.41

-95.76

Average

7,435,271

-50.05

-59.33

-55.07

Median

7,070,720

-50.84

-52.99

-53.70

FCF at December 31, 2008

23.31%

13.42%

10.38%

Position within Peer at December 31, 2008

5

1

4

Total

Return

March 31, 2009

Executive Compensation Peer Group

CEO’s Address

Critical Decisions

Capital Raise

TARP Decision

Former National City Branches

Dividend

CEO’s Address

Dividend

Challenges & Uncertainties

Opportunities

CEO’s Address

Challenges for 2009 and Beyond

Market Volatility

Accounting Rules

FDIC Costs

Economic Conditions

Credit Quality

CEO’s Address

Opportunities

Households

Branches

Whole Banks

CEO’s Address

Strength & Stability

Well-capitalized

Strong Liquidity

Core Earnings Growth

$3 Million in Expense Reductions

Executive Compensation

Robert J. Ventura

Chairman

FCFC Executive Compensation Committee

Executive Compensation

General Compensation Philosophy

Attract and retain exceptional leaders

Align management’s goals with shareholders’

interests

th

Executive Compensation

Base Salaries

50

percentile of peer group

Peer group composition

Financial Performance Review

FCF was above the median of peers for 1-Year TSR

1-Year Total Shareholder Return Growth

First Commonwealth vs. Peer Group

12/31/2007 - 12/31/2008

23%

-100%

-80%

-60%

-40%

-20%

0%

20%

40%

60%

IBNK

AMFI

IFC

TSFG

UCBI

SUSQ

FNB

NPBC

HNBC

PRK

FCF

UBSI

ONB

STBA

WSBC

Executive Compensation

Incentive Compensation Plans

Annual incentive plan (short-term)

Long-term incentive plan (rolling three-year

period)

Executive Compensation

Core Earnings vs. Reported Earnings

Definition of core earnings

Core earnings establish the engine for long-term

growth

2008 Annual Incentive Plan

Actual

2007

Target

2008

Needed

Change

CEO

EO's

40%

25%

CORE EPS

$0.62

$0.69

11.3%

40

20

CORE ROE

7.94%

9.1%

14.6%

-

20

CORE REVENUE $(000,000's)

209.1

223.7

7.0%

-

5

GROWTH IN HOUSEHOLDS

*

*

*

80%

70%

20

30

INDIVIDUAL GOALS

100%

100%

* -

Not Disclosed

Weight

Financial Performance Review

FCF total shareholder return declined, approximating 25th percentile peer

performance until a sharp upturn in June 2007 and at the end of 2008

exceeded 75th percentile performance and the other indices.

Total Shareholder Return

FCF vs. Peers & S&P Smallcap (S&P 600) and S&P 500 Financial Index

12/31/2003 -

12/31/2008

$20

$30

$40

$50

$60

$70

$80

$90

$100

$110

$120

$130

$140

$150

$160

$170

$180

Dec03

Jun04

Dec04

Jun05

Dec05

Jun06

Dec06

Jun07

Dec07

Jun08

Dec08

75th %ile

Median

25th %ile

FCF

S&P 500

Financial

Index

S&P 600

Executive Compensation

Annual Incentive Plan

2008 bonuses

Same rules to apply in 2009

Trigger of $0.68 per share

ELT has foregone 2009 bonuses

Executive Compensation

Long-Term Incentive Plan

Measures

•

Reported EPS

•

Reported ROE

•

At times, revenue growth, efficiency ratio, etc.

Three concurrent plan periods

Link management decisions to the creation of

shareholder value

Executive Compensation

Equity Plan

Proposal being voted today

Allows awards to be paid in stock instead of cash

Ownership requirement for executives

Executive Compensation

Risk Assessment

Voluntarily undertaken by First Commonwealth

Executive Compensation

Summary

Balance components of the compensation plan

Tool to attract and retain the right people

Align management’s interests with shareholders’

interests

Reinforce long-term strength and stability of the

company

Questions & Answers

Results of Election

David R. Tomb, Jr., Esq.

Secretary and Treasurer

Thank You!

2009 Annual Shareholder Meeting

April 20, 2009