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): December 30, 2011

First Commonwealth Financial Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania	001-11138	25-1428528
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
22 N. 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 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

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

Amended and Restated Employment Agreement with Mr. Price

On December 30, 2011, First Commonwealth Financial Corporation (the “Company”) and First Commonwealth Bank entered into an Amended and Restated Employment Agreement with T. Michael Price which sets forth the terms and conditions of his employment as President of First Commonwealth Bank and Interim President and Chief Executive Officer of the Company. Effective as of January 1, 2012, Mr. Price’s base salary will increase to $420,000 per year. Mr. Price will receive a retention award of 100,000 shares of restricted stock pursuant to a Restricted Stock Agreement effective as of January 1, 2012. The shares will vest in four equal installments on each of the first four anniversaries of the effective date of the award. The term of the Amended and Restated Employment Agreement is one year and will renew automatically for successive one-year terms unless either party provides at least 60-days advance written notice of non-renewal. Mr. Price would be entitled to receive severance in the event that his employment is terminated by the Company or First Commonwealth Bank without “cause” or by Mr. Price for “good reason” (as such terms are defined in the Amended and Restated Employment Agreement) in an amount equal to one year’s base salary and continued health insurance. Mr. Price would not be entitled to receive severance payments if the Company does not appoint him as President and Chief Executive Officer. Mr. Price would continue to be obligated under the restrictive covenants set forth in his existing Employment Agreement, including non-disclosure of confidential information, non-solicitation of employees and non-competition.

The Amended and Restated Employment Agreement and the Restricted Stock Agreement are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Amended Change of Control Agreements

On December 30, 2011, the Company entered into amended Change of Control Agreements with certain of its executive officers, including named executive officers T. Michael Price and Robert E. Rout. The Change of Control Agreements supersede the existing Change of Control Agreements with such executive officers and modify the terms of such existing Change of Control Agreements to align with sound corporate governance practices. A summary of the material modifications to the Change of Control Agreements follows:

• The number of months of severance that Mr. Price would receive following a “qualifying termination” (as defined in the Change of Control Agreement) has been reduced from 36 months to 24 months. Mr. Rout would be entitled to receive 24 months of severance, which is consistent with his current Change of Control Agreement. In addition, the number of months of continued medical and other benefits has been reduced to 18 months from 36 months, in the case of Mr. Price, and to 18 months from 24 months, in the case of Mr. Rout.

• The definition of “cause” has been revised to cover a broader range of events, including the executive’s failure to perform his or her duties with the degree of skill and care reasonably expected of a professional of his or her experience and stature after notice and an opportunity to cure, acts of dishonesty that materially harm the company or violations of policies and procedures which are willful or materially harmful to the Company.

• The definition of “change of control” and other provisions of the Change of Control Agreement have been revised to clarify that no severance will be payable if the Company or any of its affiliates is put into receivership or conservatorship by the Federal Deposit Insurance Corporation or other state or federal banking regulatory agency or is acquired in an FDIC-assisted transaction, the Board of Directors is changed at the direction of a state or federal banking regulatory authority or such payment would otherwise be prohibited by applicable Federal or state law.

• The term of the Change of Control Agreements has been changed from perpetual to a fixed term. The initial term is 36 months, and the term will automatically renew for successive 24 month- periods unless either party give a notice of nonrenewal to the other at least 12 months prior to the expiration of the current term.

• The covenants against competition and solicitation of customers were removed. A non-disparagement provision and certain other restrictive covenants have been added.

The Change of Control Agreements for Messrs. Price and Rout are filed herewith as Exhibits 10.3 and 10.4, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
10.1	Amended and Restated Employment Agreement dated January 1, 2012 among First Commonwealth Financial Corporation, First Commonwealth Bank and T. Michael Price
10.2	Restricted Stock Agreement dated January 1, 2012 between First Commonwealth Financial Corporation and T. Michael Price
10.3	Change of Control Agreement dated December 30, 2011 between First Commonwealth Financial Corporation and T. Michael Price
10.4	Change of Control Agreement dated December 30, 2011 between First Commonwealth Financial Corporation and Robert E. Rout

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: January 5, 2012	FIRST COMMONWEALTH FINANCIAL CORPORATION
	(Registrant)
	By:	/s/ Robert E. Rout
		Robert E. Rout
		Executive Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, by and among First Commonwealth Financial Corporation, a Pennsylvania corporation (“FCFC”), First Commonwealth Bank, a Pennsylvania corporation (“FCB” and, together with FCFC, the “Employer Entities”), and T. Michael Price (“Price”), is entered into effective as of January 1, 2012 (the “Effective Date”).

WITNESSETH:

WHEREAS, FCB and Price entered into an employment agreement dated as of October 19, 2007 (the “Original Employment Agreement”), which Original Employment Agreement will remain in full force and effect until the Effective Date;

WHEREAS, FCB has continued to employ Price as its President on the terms and conditions set forth in the Original Employment Agreement since November 12, 2007;

WHEREAS, FCFC wishes to employ Price as its Interim President and Chief Executive Officer for such period of time as the Board of Directors of FCFC (the “FCFC Board”) shall determine and Price is willing to serve as Interim President and Chief Executive Officer of FCFC for such period, upon the terms and conditions set forth herein;

WHEREAS, FCB wishes to continue to employ Price as its President and Price is willing to continue employment as President of FCB, upon the terms and conditions set forth herein; and

WHEREAS, the parties hereto wish to enter into this Amended and Restated Employment Agreement to reflect that Price will so serve as Interim President and Chief Executive Officer of FCFC and as President of FCB and to make certain other changes specified herein;

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

ARTICLE I

EMPLOYMENT

1.01. Office. Price is employed hereunder as President of First Commonwealth Bank reporting directly to the Board of Directors of FCB (“FCB Board”) and in such capacity shall use his best energies and abilities in the performance of his duties and in the performance of such other duties as may be assigned to him from time to time by the FCB Board. Price will also be employed hereunder as Interim President and Chief Executive Officer of FCFC reporting directly to the FCFC Board and in such capacity shall use his best energies and abilities in the performance of his duties and in the performance of such other duties as may be assigned to him from time to time by FCFC Board. If for any reason FCFC does not appoint Price to serve as its President and Chief Executive Officer or Price ceases to serve as Interim President and Chief Executive Officer of FCFC, Price will nevertheless remain President of FCB and report to the FCB Board and the President and Chief Executive Officer of FCFC.

1.02. Term. Subject to the terms and conditions of Article II, pursuant to the terms of this Amended and Restated Employment Agreement, (i) Price’s employment as President of FCB will continue with FCB until December 31, 2012, unless such term is extended pursuant to the following sentence, and (ii) Price will be employed as Interim President and Chief Executive Officer of FCFC until such time as the Chairman of the FCFC Board shall notify Price in writing that Price will no longer serve in such position. Price’s employment as President of FCB will automatically be extended on January 1, 2013 and on each subsequent January 1 for successive one (1) year periods unless FCB or Price provides notice in writing to the other party at least sixty (60) days prior to the end of any such term that such party does not intend to extend Price’s employment hereunder for another year.

1.03. Base Salary. Beginning January 1, 2012, subject to Article II hereof, during the term of his employment under this Amended and Restated Employment Agreement (irrespective of whether Price is serving (i) solely as President of FCB or (ii) both as President of FCB and Interim President and Chief Executive Officer of FCFC), FCB will pay Price compensation at the rate of Four Hundred and Twenty Thousand Dollars ($420,000) per annum (the “Base Salary”), payable in accordance with FCB’s normal payroll practices in equal monthly installments, less legally required taxes and withholdings and elected deductions. Price’s Base Salary may be increased but not decreased by the FCFC Board at any time based upon Price’s contributions to the success of the Employer Entities and on such other factors as the FCFC Board shall deem appropriate. Price will be eligible to participate in any Short-Term and Long-Term Incentive Plans that may be offered to Employer Entity executive employees (including FCFC’s Long-Term Equity Incentive Compensation Plan). Without limiting the generality of the foregoing, Price will be eligible for a cash incentive award for 2012 with a target level of 50% of Base Salary and will be eligible for a 2012-2014 long-term incentive award at a target level of 50% of Base Salary. Price’s participation in FCFC’s Long-Term Equity Incentive Plan will be conditioned upon minimum equity ownership as established by the Compensation Committee of the FCFC Board. Price will also be eligible to participate in the First Commonwealth Non-Qualified Deferred Compensation Plan as provided in the documents that govern that plan.

1.04. Employee Benefits. Subject to Article II hereof, during the term of his employment under this Amended and Restated Employment Agreement (irrespective of whether Price is serving (i) solely as President of FCB or (ii) both as President of FCB and Interim President and Chief Executive Officer of FCFC), Price shall be eligible to participate in such major medical or health benefit plans, pensions, and other benefits as are available generally to employees of FCB, to the extent available to employees and subject to the terms of any such plans. Commencement of health benefits, should Price elect to participate, was made available to Price upon his commencement of employment with FCB. Price will be eligible for four weeks of vacation beginning on January 1, 2008.

1.05. Retention Equity Award. Prior to the Effective Date, Price and FCFC will enter into a Restricted Stock Agreement pursuant to which FCFC will award a total of One Hundred Thousand (100,000) restricted shares of FCFC to Price as a retention award, effective on the Effective Date, subject to vesting or forfeiture in accordance with the terms of the Restricted Stock Agreement.

1.06. Automobile Allowance. Subject to Article II hereof, during the term of his employment under this Amended and Restated Employment Agreement (irrespective of whether Price is serving (i) solely as President of FCB or (ii) both as President of FCB and Interim President and Chief Executive Officer of FCFC), FCB will provide Price with a monthly allowance in the amount of Four Hundred and Fifty Dollars ($450.00) for the purchase or lease of an automobile.

2

ARTICLE II

TERMINATION

2.01. Termination For Cause. FCB or FCFC may terminate Price’s employment with the Employer Entities and the term of employment under this Amended and Restated Employment Agreement at any time for “Cause,” as defined herein, by providing written notice to Price that his employment is terminated, whereupon Price’s employment with the Employer Entities will be terminated. Upon delivery of said notice together with payment of any salary accrued under Section 1.03 prior to the date of termination but not yet paid, as well as payment for any accrued vacation time not taken and expenses which were properly incurred by Price on FCB’s behalf prior to the termination date that are not yet paid (“Accrued Obligations”), all obligations of the Employer Entities to Price shall terminate. In the event FCB or FCFC terminates Price’s employment with the Employer Entities for Cause, FCB will pay all Accrued Obligations to Price within thirty (30) days following such termination of employment. Termination shall be deemed to be for Cause if: (i) Price fails to comply with any material provision of this Amended and Restated Employment Agreement; (ii) Price refuses to comply with any lawful, written directive from the FCB Board, the FCFC Board or Chief Executive Officer of FCFC if required pursuant to the last sentence of Section 1.01; (iii) Price fails to perform his duties under this Agreement with the degree of skill and care reasonably to be expected of a professional of his experience and stature after notice and a reasonable opportunity to cure (unless the failure to perform is incapable of being cured); or (iv) Price engages in an act of dishonesty, fraud or moral turpitude or Price is convicted of a crime which, in the judgment of the FCFC Board, renders his continued employment by FCB or FCFC materially damaging or detrimental to FCB or FCFC. The obligations of Price under Article III shall continue notwithstanding termination of Price’s employment pursuant to this Section 2.01. If Price’s employment terminates under Section 2.01, he is entitled to no severance under Section 2.05.

2.02. Termination Without Cause. Price’s employment with the Employer Entities and the term of employment under this Amended and Restated Employment Agreement may be terminated at any time by FCB or FCFC without Cause immediately upon written notice by FCB or FCFC to Price, whereupon Price’s employment with the Employer Entities will be terminated. In the event FCB or FCFC terminates Price’s employment with the Employer Entities without Cause, FCB will pay all Accrued Obligations to Price within thirty (30) days following such termination of employment. In the event FCB or FCFC terminates Price’s employment with the Employer Entities without Cause, FCB will provide Price with the Severance Benefits set forth in Section 2.05, provided that as a condition precedent to Price’s receipt of Severance Benefits under this Section 2.02 and Section 2.05, Price must execute and deliver to the Employer Entities a Separation Agreement and General Release of any and all claims and causes of action that Price may have against the Employer Entities, as permitted by law, in a form satisfactory to the Employer Entities and substantially similar to the Release attached hereto as Exhibit A. All other obligations of the Employer Entities to Price shall cease as of the date of termination. The obligations of Price under Article III shall continue notwithstanding termination of Price’s employment pursuant to this Section 2.02. Notwithstanding any other provision of this Amended and Restated Employment Agreement to the contrary, this Section 2.02 shall not apply and it shall not be deemed to be a termination of employment by FCB or FCFC without Cause for purposes of this Agreement, including without limitation Section 2.05, if (i) Price is

3

appointed to serve as President and/or Chief Executive Officer of FCFC and Price no longer serves as President of FCB, or (ii) for any reason FCFC does not appoint Price to serve as its President and Chief Executive Officer or Price ceases to serve as Interim President and Chief Executive Officer of FCFC.

2.03. Resignation for Good Reason. Price may resign from employment with the Employer Entities and terminate the term of employment under this Amended and Restated Employment Agreement for Good Reason. Good Reason means: (i) a material change in Price’s title, position or responsibilities which represents a substantial reduction of the title, position or responsibilities in effect immediately prior to the change; (ii) any reduction in the Base Salary or a material reduction of benefits provided under this Amended and Restated Employment Agreement (unless such reduction of benefits applies equally to all similarly situated employees of FCB or FCFC); (iii) the assignment of Price to a position which requires him to relocate permanently to a site more than fifty (50) miles outside of Indiana, Pennsylvania; or (iv) the assignment to Price of any duties or responsibilities (other than due to a promotion) which are materially inconsistent with the position of President of FCB. Before Price resigns employment with the Employer Entities for Good Reason, Price must give FCB twenty (20) days’ notice of said resignation and an opportunity to correct. In the event Price resigns from employment with the Employer Entities for Good Reason, FCB will pay all Accrued Obligations to Price within thirty (30) days following such termination of employment. In the event Price resigns from employment with the Employer Entities for Good Reason, FCB will provide Price with the Severance Benefits set forth in Section 2.05, provided that as a condition precedent to Price’s receipt of Severance Benefits under this Section 2.03 and Section 2.05, Price must execute and deliver to the Employer Entities a Separation Agreement and General Release of any and all claims and causes of action that Price may have against the Employer Entities, as permitted by law, in a form satisfactory to the Employer Entities and substantially similar to the Release attached hereto as Exhibit A. All other obligations of the Employer Entities to Price shall cease as of the date of termination. The obligations of Price under Article III shall continue notwithstanding termination of Price’s employment pursuant to this Section 2.03. Notwithstanding the foregoing, if FCB corrects within twenty (20) days of its receipt of notice of the Good Reason, FCB shall owe Price no severance under Section 2.05 and Price shall be eligible to continue in his capacity as President of FCB. Further, notwithstanding any other provision of this Amended and Restated Employment Agreement to the contrary, Price acknowledges and agrees that, in the event for any reason FCFC does not appoint Price to serve as its President and Chief Executive Officer or Price ceases to serve as Interim President and Chief Executive Officer of FCFC, such absence of appointment or event will not constitute a “Good Reason” and no severance will be payable under this Amended and Restated Employment Agreement as a result thereof, or as a result of Price’s voluntary termination of employment with the Employer Entities as a result of any such absence of appointment or event.

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

4

2.05. Severance Benefits. In the event that FCB or FCFC terminates Price’s employment with the Employer Entities during the term of this Amended and Restated Employment Agreement without Cause pursuant to Section 2.02, or if Price terminates his employment with the Employer Entities during the term of this Amended and Restated Employment Agreement pursuant to Section 2.03, and subject to the conditions set forth in this Section and subject to Sections 2.02 and/or 2.03 as applicable, FCB will pay to Price an amount equal to one years’ Base Salary, less legally required taxes and withholdings and elected deductions. Said sum is to be paid in equal periodic installments payable in accordance with FCB’s normal payroll practices, provided, however, that any installments that would otherwise be payable in the six month period following separation from service shall be paid on the day following the six month anniversary of such separation from service in accordance with the requirements of Section 5.02(b) of this Amended and Restated Employment Agreement. Upon termination, FCB will offer continuation coverage to Price, as required by Section 4980B of the Internal Revenue Code of 1986, (“Code”) as amended (“COBRA”), under the First Commonwealth’s group health plan (the “Health Plan”) on the terms and conditions mandated by COBRA including Price’s payment of the applicable COBRA premiums and shall pay the full cost of Price’s COBRA premiums for the twelve (12) month period following such separation from service.

The Employer Entities’ obligations to make any payment to Price as described in this Amended Employment Agreement is contingent upon Price’s execution and non-revocation of a separation and release agreement within sixty (60) days following Price’s separation from service, in form and substance reasonably satisfactory to the Employer Entities, that, in the opinion of FCFC’s counsel, is effective to release the Employer Entities from all claims relating to Price’s employment or the termination thereof (other than under the terms of this Amended and Restated Employment Agreement), and the Employer Entities will have no obligation to make any payment unless and until such a separation and release agreement has become effective.

2.06. Resignation of Board Membership. Price expressly promises and agrees that he will resign from the FCB Board, the FCFC Board, and all related or affiliated board of directors, officer positions, committee memberships and other positions immediately upon and concurrent with the termination of his employment with the Employer Entities for any reason, including, without limit, by FCB or FCFC for Cause or without Cause or by Price for any reason.

ARTICLE III

PRICE’S COVENANTS AND AGREEMENTS

3.01. Non-Disclosure of Confidential Information. Price recognizes and acknowledges that: (a) in the course of Price’s employment by the Employer Entities, it will be necessary for Price to acquire information which could include, in whole or in part, information concerning the Employer Entities’ business, sales volume, sales methods, sales proposals, financial statements and reports, customers and prospective customers, identity of customers and prospective customers, identity of key purchasing personnel in the employ of customers and prospective customers, amount or kind of customers’ purchases from the Employer Entities, the Employer Entities’ sources of supply, the Employer Entities’ computer programs, system documentation, special hardware, product hardware, related software development, the Employer Entities’ manuals, formulae, processes, methods, machines, compositions, ideas, improvements, inventions, or other confidential or proprietary information belonging to the Employer Entities or

5

relating to the Employer Entities’ affairs (collectively referred to herein as the “Confidential Information”); (b) the Confidential Information is the property of the Employer Entities; (c) the use, misappropriation or disclosure of the Confidential Information would constitute a breach of trust and could cause irreparable injury to the Employer Entities; and (d) it is essential to the protection of the Employer Entities’ good will and to the maintenance of the Employer Entities’ competitive position that the Confidential Information be kept secret and that Price not disclose the Confidential Information to others or use the Confidential Information to Price’s own advantage or the advantage of others. Confidential Information shall not include information otherwise available in the public domain through no act or omission of Price. Price agrees to hold and safeguard the Confidential Information in trust for the Employer Entities, its successors and assigns and agrees that he shall not, without the prior written consent of the Employer Entities, misappropriate or disclose or make available to anyone for use outside the Employer Entities’ organizations at any time, either during his employment with any Employer Entity or subsequent to the termination of his employment with the Employer Entities for any reason, including without limitation, termination by any Employer Entity, any of the Confidential Information, whether or not developed by Price, except as required in the performance of Price’s duties to the Employer Entities.

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

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

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

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

6

3.06 Non-Compete. Price agrees that, during the term of his employment with either Employer Entity and for one (1) year following termination of Price’s employment with the Employer Entities for any reason, including without limitation termination by any Employer Entity for Cause or without Cause, Price will not, for himself, as an agent, employee, contractor or owner, or on behalf of another person or entity, directly or indirectly, engage in any “Prohibited Position” with any “Competing Business.” For purposes of this Amended and Restated Employment Agreement, “Prohibited Position” shall mean any position, whether as principal, agent, officer, director, employee, consultant, shareholder, partner, member, or otherwise: (i) where Price will be engaged in the management, sale, development, or marketing of products or services of the type provided by either Employer Entity; and (ii) during employment with either Employer Entity, Price was privy to or given access to proprietary and/or confidential business information of the Employer Entities concerning the Employer Entity’s management, strategy, performance, sale, development or marketing of that type of product or service and/or was involved in maintaining the Employer Entities’ customer relationships or goodwill; “Competing Business” shall mean any person, corporation or other entity which engages in the marketing and/or sale of: (i) retail banking products in the Restricted Territory, including, for example, personal and business accounts, private banking, business banking, loans, lines of credit, mortgages, and other investment or financial products; or (ii) any other product or service of the Employer Entities, currently and in the future, in the Restricted Territory, in which Price had involvement, and/or about which Price learned of, and/or may have acquired any knowledge about, while employed by the Employer Entities; and “Restricted Territory” shall mean any county in which either Employer Entity maintains an office or branch and any county which is contiguous to such a county. During the term of his employment with either Employer Entity and for one (1) year following termination of Price’s employment with the Employer Entities for any reason, including without limitation termination by any Employer Entity for Cause or without Cause, Price also agrees not to enter into, consult about, or become involved with any transactions that he learned and/or became aware of through his employment with the Employer Entities. Price acknowledges that the foregoing restrictions are properly limited so that they will not interfere with his ability to earn a livelihood and that such restrictions are reasonable and necessary to protect the Employer Entities’ legitimate business interest, including the protection of its confidential and trade secret information. In exchange for the consideration set forth in this Amended and Restated Employment Agreement, Price agrees to be bound by the terms of this Section 3.06. The foregoing covenants shall not be deemed to prohibit Price from acquiring as an investment not more than five percent (5%) of the capital stock of a Competing Business, whose stock is traded on a national securities exchange or through an automated quotation system of a registered securities association.

3.07 Effect of Change of Control. The covenants in Section 3.01 above shall terminate and be of no further force or effect upon the occurrence of a Change of Control (as defined in the Change of Control Agreement between FCFC and Price, effective as of December 31, 2011 (the “Change of Control Agreement”) if the Change of Control Agreement remains in full force and effect at the time of such Change of Control.

ARTICLE IV

PRICE’S REPRESENTATIONS AND WARRANTIES

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

7

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

ARTICLE V

MISCELLANEOUS

5.01. Authorization to Modify Restrictions. It is the intention of the parties that the provisions of Article III shall be enforceable to the fullest extent permissible under applicable law, but that the unenforceability (or modification to conform to such law) of any provision or provisions of this Amended and Restated Employment Agreement shall not render unenforceable, or impair, the remainder hereof. If any provision or provisions hereof shall be deemed invalid or unenforceable, either in whole or in part, this Amended and Restated Employment Agreement shall be deemed amended to delete or modify, as necessary, the offending provision or provisions and to alter the bounds thereof in order to render it valid and enforceable.

5.02. Section 409A.

(a) This Amended and Restated Employment Agreement will be administered, interpreted and construed in compliance with Section 409A of the Internal Revenue Code and the regulations and other guidance promulgated thereunder (“Section 409A”), including any exemption thereunder. With respect to payments, if any, subject to Section 409A (and not excepted therefrom), each such payment is paid as a result of a permissible distribution event, and at a specified time, consistent with Section 409A. Executive has no right to, and there shall not be, any acceleration or deferral with respect to payments hereunder. Price acknowledges and agrees that neither Employer Entity shall be liable for, and nothing provided or contained in this Amended and Restated Employment Agreement will obligate or cause either Employer Entity to be liable for, any tax, interest or penalties imposed on Price related to or arising with respect to any violation of Section 409A. For purposes of this Amended and Restated Employment Agreement, any reference to “termination of employment”, “termination” or similar reference shall be construed to be a reference to “separation from service” within the meaning of Section 409A.

8

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

5.03. Amended and Restated Change of Control Agreement. The parties hereto acknowledge and agree that, in consideration for entering into this Amended and Restated Employment Agreement, on or prior to December 31, 2011, FCFC and Price will enter into the Change of Control Agreement, upon the terms and conditions set forth therein.

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

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

5.06. Jurisdiction and Service of Process. Price and each of the Employer Entities waives any right to a court (including jury) proceeding and instead agree to submit any dispute over the application, interpretation, validity, or any other aspect of this Amended and Restated Employment Agreement to binding arbitration consistent with the application of the Federal Arbitration Act and the procedural rules of the American Arbitration Association (“AAA”) before an arbitrator who is a member of the National Academy of Arbitrators (“NAA”) out of a nationwide panel of eleven (11) arbitrators to be supplied by the AAA. The Employer Entities will absorb the fee charged and the expenses incurred by the neutral arbitrator selected.

9

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

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

5.09. Assignment. The Employer Entities have the right to assign this Agreement, but Price does not.

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

Signature page follows.

10

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

ATTEST:

	FIRST COMMONWEALTH FINANCIAL CORPORATION
/s/ Corinne S. Cramer
	By:	/s/ Matthew C. Tomb
	Name:    Matthew C. Tomb
	Title:      Executive Vice President

ATTEST:

	FIRST COMMONWEALTH BANK
/s/ Corinne S. Cramer
	By:	/s/ Matthew C. Tomb
	Name:    Matthew C. Tomb
	Title:      Executive Vice President

WITNESS:

/s/ Wendy K. Reynolds	/s/ T. Michael Price
	T. Michael Price

11

EX-10.2

Exhibit 10.2

RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement (this “Agreement”) is made as of the 1st day of January, 2012 (the “Effective Date”) between First Commonwealth Financial Corporation (the “Company”) and T. Michael Price (the “Grantee”).

RECITALS

A. The Company, First Commonwealth Bank and Grantee have entered into an Amended and Restated Employment Agreement dated as of January 1, 2011 (the “Amended Employment Agreement”) whereby the Company has agreed to employ Grantee as Interim President and Chief Executive Officer of the Company and First Commonwealth Bank has agreed to continue Grantee’s employment as President, in each case, upon the terms and subject to the conditions of the Amended Employment Agreement.

B. The Company has agreed pursuant to the Amended Employment Agreement to award Grantee 100,000 restricted shares of the Company’s common stock, par value $1.00 per share (“Common Shares”), as a retention award, upon the terms and subject to the conditions of this Agreement.

AGREEMENT

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

1. Award of Stock. The Company hereby grants to the Grantee 100,000 shares of Restricted Stock (the “Shares”), subject to the terms set forth herein and to the terms and provisions of the First Commonwealth Financial Corporation Incentive Compensation Plan (the “Plan”) applicable to Restricted Stock, which terms and provisions are incorporated herein by this reference. Unless the context requires otherwise, the terms defined in the Plan shall have the same meanings herein.

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

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

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

(i) 25,000 Shares will become nonrestricted and nonforfeitable on January 1, 2013;

(ii) 25,000 Shares will become nonrestricted and nonforfeitable on January 1, 2014;

(iii) 25,000 Shares will become nonrestricted and nonforfeitable on January 1, 2015; and

(iv) 25,000 Shares will become nonrestricted and nonforfeitable on January 1, 2016;

in each case, provided that the Grantee remains an Employee through such date.

(b) If the Grantee’s employment is terminated by the Company or First Commonwealth Bank other than for “Cause” (as defined in the Amended Employment Agreement) or by Grantee for “Good Reason” (as defined in the Amended Employment Agreement”), any Shares which have not as of the termination of Grantee’s employment become nonforfeitable will immediately and automatically, without any action on the part of the Company, become nonforfeitable.

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

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

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

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

2

5. Escrow of Shares.

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

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

(c) The Escrow Holder is hereby directed to permit transfer of the Shares only in accordance with this Agreement or in accordance with instructions which are consistent with this Agreement which are signed by both parties. In the event further instructions are reasonably desired by the Escrow Holder, he or she shall be entitled to conclusively rely upon directions given by the Committee. The Escrow Holder shall have no liability for any act or omissions hereunder while acting in good faith in the exercise of his or her own judgment.

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

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

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

3

9. 83(b) Election. Grantee hereby acknowledges that he may file an election pursuant to Section 83(b) of the Code to be taxed currently on the fair market value of the Shares (less any purchase price paid for the Shares), provided that such election must be filed with the Internal Revenue Service no later than thirty (30) days after the grant of such Shares. Grantee will seek the advice of his own tax advisors as to the advisability of making such a Section 83(b) election, the potential consequences of making such an election, the requirements for making such an election, and the other tax consequences of this Award under federal, state, and any other laws that may be applicable. The Company and its Subsidiaries and agents have not and are not providing any tax advice to Grantee.

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

11. General Provisions:

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

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

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

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

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

(f) Grantee hereby acknowledges receipt of a copy of the Plan and the Plan’s prospectus and agrees to be bound by all the terms and provisions thereof. The terms of the Plan as it presently exists, and as it may hereafter be amended, are deemed

4

incorporated herein by reference, and in the event of any conflict between the terms of this Agreement and the provisions of the Plan, the provisions of the Plan shall be deemed to supersede the provisions of this Agreement.

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

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

Signature page follows.

5

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

First Commonwealth Financial Corporation
By:	/s/ Matthew C. Tomb

Name:	Matthew C. Tomb
Title:	Executive Vice President

/s/ T. Michael Price

T. Michael Price

6

EX-10.3

Exhibit 10.3

CHANGE OF CONTROL AGREEMENT

THIS CHANGE OF CONTROL AGREEMENT (this “Change of Control Agreement”), is entered into as of December 30, 2011, by and between First Commonwealth Financial Corporation, a Pennsylvania corporation (the “Company”), and T. Michael Price (“Executive”), and will be effective as of December 31, 2011 (the “Effective Date”).

W I T N E S S E T H:

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

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

WHEREAS, the Company and the Executive entered into a change of control agreement entered into as of October 19, 2007 (the “Original Change of Control Agreement”), which agreement will remain in effect until December 30, 2011;

WHEREAS, the Compensation Committee has determined that it would be advisable and in the best interests of the Company for the Company to enter into a new Change of Control Agreement with the Executive, to reflect certain changes in corporate governance pay practices and certain legally-required changes;

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

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

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

CERTAIN DEFINITIONS

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

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

the Executive fails or refuses to perform the Executive’s duties to any of the Employer Entities (other than during such time as the Executive is incapacitated due to an accident or illness or during the Executive’s regularly scheduled vacation periods) with the degree of skill and care reasonably expected of a professional of his experience and stature for a period of thirty (30) consecutive days following the receipt by the Executive of a notice from the Company sent by certified mail, return receipt requested, setting forth in detail the facts upon which the Company relies in concluding that the Executive has failed or refused to perform the Executive’s duties and indicating with specificity the duties that the Company demands that the Executive perform without delay;

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

the Executive fails or refuses to comply with any material provision of this Change of Control Agreement or the Amended and Restated Employment Agreement by and among the Company, FCB and the Executive, effective as of January 1, 2012 (the “Amended and Restated Employment Agreement”) or any policy or procedure of any Employer Entity, which violations are demonstrably willful and deliberate on the Executive’s part and which result or are intended to result in material damage to the business or reputation of any of the Employer Entities and as to which failure or refusal to comply the Company has notified the Executive in writing.

“Change of Control” will mean:

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

Individuals who, as of December 31, 2011, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to December 31, 2011, whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board; or

2

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

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

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

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

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

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

“Good Reason” means:

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

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

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

3

Notwithstanding any other provision of this Change of Control Agreement to the contrary, the Executive acknowledges and agrees that, in the event for any reason the Company does not appoint the Executive to serve as its President and Chief Executive Officer or the Executive ceases to serve as Interim President and Chief Executive Officer of the Company, such absence of appointment or event will not constitute a “Good Reason” and no severance will be payable under this Change of Control Agreement as a result thereof, or as a result of the Executive’s voluntary termination of employment with the Employer Entities as a result of any such absence of appointment or event

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

“Qualifying Termination” means a termination of the Executive’s employment (i) by the Company other than for Cause, disability or death, or (ii) by the Executive for Good Reason, provided that such termination of employment constitutes a Separation from Service. Notwithstanding any other provision of this Change of Control Agreement to the contrary, it will not be deemed to be a termination of employment by the Company other than for Cause if (i) the Executive is appointed to serve as President and/or Chief Executive Officer of the Company and the Executive no longer serves as President of FCB, or (ii) for any reason the Company does not appoint the Executive to serve as its President and Chief Executive Officer or the Executive ceases to serve as Interim President and Chief Executive Officer of the Company.

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

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

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

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

TERM

1.1 The term of this Change of Control Agreement will begin on the Effective Date and will continue for thirty-six (36) full calendar months thereafter (the “Initial Term”). This term of this Change of Control Agreement will automatically renew for twenty-four (24) full calendar months thereafter on the third anniversary of the Effective Date and on each second anniversary thereafter (each, a “Renewal Term”) unless either party hereto gives notice in writing to the other party at least twelve (12) months prior to the end of the Initial Term or any Renewal

4

Term of the party’s intent not to renew such term. Notwithstanding the foregoing, if a Change of Control occurs prior to the end of the Initial Term or Renewal Term, as the case may be, then the term of this Change of Control Agreement will continue until the later of (a) the end of the Protected Period, or (b) if a Qualifying Termination occurs during the Protected Period, the end of the Severance Period.

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

PAYMENTS

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

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

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

5

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

Other Compensation and Benefits.

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

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

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

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

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

6

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

LIMITATION ON PAYMENT OF BENEFITS

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

BENEFICIARIES

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

7

EXECUTIVE COVENANTS

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

Other Restrictions. Notwithstanding any other provision of this Change of Control Agreement to the contrary, in the event of any Qualifying Termination under this Change of Control Agreement, the provisions of Sections 3.01, 3.02, 3.04, 3.05 and 5.06 of the Amended and Restated Employment Agreement will continue to apply during the Severance Period or such later period set forth therein.

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

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

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

SECTION 409A

This Change of Control Agreement will be administered, interpreted and construed in compliance with Section 409A, including any exemption thereunder. Each payment hereunder, including each installment payment, will be treated as a separate payment for purposes of Section 409A. With respect to payments subject to Section 409A (and not exempt therefrom), each such payment will be paid as a result of a permissible distribution event, and at a specified time, consistent with Section 409A. The Executive has no right to, and there will not be, any

8

acceleration or deferral with respect to payments hereunder. The Executive acknowledges and agrees that the Company will not be liable for, and nothing provided or contained in this Change of Control Agreement will obligate or cause the Company to be liable for, any tax, interest or penalties imposed on the Executive related to or arising with respect to any violation of Section 409A. For purposes of this Change of Control Agreement, any reference to “termination of employment”, “termination” or similar reference will be construed to be a reference to Separation from Service.

Notwithstanding any other provision of this Change of Control Agreement to the contrary, to the extent that any amount payable or benefit to be provided under this Change of Control Agreement constitutes Section 409A Deferred Compensation that is not exempt from Section 409A, and such amount or benefit is payable or to be provided as a result of Separation from Service, and the Executive is a “specified employee” (as defined and determined under Section 409A and any relevant procedures that the Company may establish) (“Specified Employee”) at the time of his Separation from Service, then such payment or benefit will not be made or provided to the Executive until the day after the date that is six months following the Executive’s Separation from Service, at which time all payments or benefits that otherwise would have been paid or provided to the Executive under this Change of Control Agreement during that six-month period, but were not paid or provided because of this Section 7.2, will be paid or provided, with any cash payment to be made in a single lump sum (without any interest with respect to that six-month period). This six-month delay will cease to be applicable if the Executive’s Separation from Service due to death or if the Executive dies before the six-month period has elapsed, in which event any such payments or benefits will be paid or provided to the Executive’s estate within thirty (30) days of the date of death.

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

SUCCESSORS; BINDING AGREEMENT

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

The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Change of Control Agreement in the same manner and to the same extent that the Company would be required to perform it if no such

9

succession had taken place. As used in this Change of Control Agreement, “Company” will mean the Company as defined herein and any successor to its business and/or assets which assumes and agrees to perform this Change of Control Agreement by operation of law or otherwise.

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

ATTORNEY’S FEES

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

EMPLOYMENT WITH EMPLOYER ENTITIES

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

NO SETOFF

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

NOT A CONTRACT FOR EMPLOYMENT

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

10

FDIC EVENTS

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

NOTICES

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

Chairman, Board of Directors

First Commonwealth Financial Corporation

Old Courthouse Square

22 North Sixth Street

Indiana, Pennsylvania 15701

GOVERNING LAW AND JURISDICTION

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

11

ENTIRE AGREEMENT

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

Signature page follows.

12

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

(Corporate Seal)	FIRST COMMONWEALTH FINANCIAL CORPORATION
/s/ Corinne S. Cramer	By:	/s/ Matthew C. Tomb
Witness		Name: Matthew C. Tomb
		Title:   Executive Vice President
	EXECUTIVE
/s/ Wendy Reynolds	/s/ T. Michael Price
Witness

13

EX-10.4

Exhibit 10.4

CHANGE OF CONTROL AGREEMENT

THIS CHANGE OF CONTROL AGREEMENT (this “Change of Control Agreement”), is entered into as of December 30, 2011, by and between First Commonwealth Financial Corporation, a Pennsylvania corporation (the “Company”), and Robert E. Rout (“Executive”), and will be effective as of December 31, 2011 (the “Effective Date”).

W I T N E S S E T H:

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

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

WHEREAS, the Company and the Executive entered into a change of control agreement entered into as of January 22, 2010 (the “Original Change of Control Agreement”), which agreement will remain in effect until December 30, 2011;

WHEREAS, the Compensation Committee has determined that it would be advisable and in the best interests of the Company for the Company to enter into a new Change of Control Agreement with the Executive, to reflect certain changes in corporate governance pay practices and certain legally-required changes;

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

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

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

CERTAIN DEFINITIONS

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

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

the Executive fails or refuses to perform the Executive’s duties to any of the Employer Entities (other than during such time as the Executive is incapacitated due to an accident or illness or during the Executive’s regularly scheduled vacation periods) with the degree of skill and care reasonably expected of a professional of his experience and stature for a period of thirty (30) consecutive days following the receipt by the Executive of a notice from the Company sent by certified mail, return receipt requested, setting forth in detail the facts upon which the Company relies in concluding that the Executive has failed or refused to perform the Executive’s duties and indicating with specificity the duties that the Company demands that the Executive perform without delay;

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

the Executive fails or refuses to comply with any material provision of this Change of Control Agreement or the Employment Agreement by and between the Company and the Executive, made as of January 22, 2010 (the “Employment Agreement”) or any policy or procedure of any Employer Entity, which violations are demonstrably willful and deliberate on the Executive’s part and which result or are intended to result in material damage to the business or reputation of any of the Employer Entities and as to which failure or refusal to comply the Company has notified the Executive in writing.

“Change of Control” will mean:

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

Individuals who, as of December 31, 2011, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to December 31, 2011, whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board; or

2

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

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

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

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

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

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

“Good Reason” means:

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

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

3

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

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

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

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

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

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

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

TERM

The term of this Change of Control Agreement will begin on the Effective Date and will terminate on January 22, 2015; except that if a Change of Control occurs prior to January 22, 2015, then the term of this Change of Control Agreement will continue until the later of (a) the end of the Protected Period, or (b) if a Qualifying Termination occurs during the Protected Period, the end of the Severance Period.

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

4

PAYMENTS

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

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

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

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

5

Other Compensation and Benefits.

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

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

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

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

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

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

6

LIMITATION ON PAYMENT OF BENEFITS

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

BENEFICIARIES

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

EXECUTIVE COVENANTS

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

7

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

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

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

8

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

Jurisdiction and Service of Process. The Executive and the Company waive any right to a court (including jury) proceeding and instead agree to submit any dispute over the application, interpretation, validity, or any other aspect of this Change of Control Agreement to binding arbitration consistent with the application of the Federal Arbitration Act and the procedural rules of the American Arbitration Association (“AAA”) before an arbitrator who is a member of the National Academy of Arbitrators (“NAA”) out of a nationwide panel of eleven (11) arbitrators to be supplied by the AAA. The Company will absorb the fee charged and the expenses incurred by the neutral arbitrator selected.

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

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

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

SECTION 409A

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

9

Notwithstanding any other provision of this Change of Control Agreement to the contrary, to the extent that any amount payable or benefit to be provided under this Change of Control Agreement constitutes Section 409A Deferred Compensation that is not exempt from Section 409A, and such amount or benefit is payable or to be provided as a result of Separation from Service, and the Executive is a “specified employee” (as defined and determined under Section 409A and any relevant procedures that the Company may establish) (“Specified Employee”) at the time of his Separation from Service, then such payment or benefit will not be made or provided to the Executive until the day after the date that is six months following the Executive’s Separation from Service, at which time all payments or benefits that otherwise would have been paid or provided to the Executive under this Change of Control Agreement during that six-month period, but were not paid or provided because of this Section 7.2, will be paid or provided, with any cash payment to be made in a single lump sum (without any interest with respect to that six-month period). This six-month delay will cease to be applicable if the Executive’s Separation from Service due to death or if the Executive dies before the six-month period has elapsed, in which event any such payments or benefits will be paid or provided to the Executive’s estate within thirty (30) days of the date of death.

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

SUCCESSORS; BINDING AGREEMENT

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

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

10

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

ATTORNEY’S FEES

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

EMPLOYMENT WITH EMPLOYER ENTITIES

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

NO SETOFF

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

NOT A CONTRACT FOR EMPLOYMENT

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

11

FDIC EVENTS

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

NOTICES

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

President and Chief Executive Officer

First Commonwealth Financial Corporation

Old Courthouse Square

22 North Sixth Street

Indiana, Pennsylvania 15701

GOVERNING LAW AND JURISDICTION

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

12

ENTIRE AGREEMENT

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

Signature page follows.

13

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

(Corporate Seal)	FIRST COMMONWEALTH FINANCIAL CORPORATION
/s/ Matthew C. Tomb	By:	/s/ T. Michael Price
Witness		Name: T. Michael Price
		Title:   Chief Executive Officer
		EXECUTIVE
/s/ Jennifer R. Siford		/s/ Robert E. Rout
Witness

14