FIRST COMMONWEALTH FINANCIAL CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN As Amended and Restated Effective as of January 1, 2008

1.1

“Act” means the Employee Retirement Income Security Act of 1974 (P.L. 93-406, 29 USC § 1001 et seq), as the same maybe amended from time to time.

1.2

“Administrator” means the Employer.

1.3

“Aggregate Account” means, with respect to each Participant, the value of all accounts maintained on behalf of that Participant.

1.4

“Anniversary Date” means December 31, 2008 and each thirty-first day of December thereafter.

1.5

“Basic 401(k) Plan” means the First Commonwealth Financial Corporation 401(k) Retirement Savings and Investment Plan, as amended from time to time.

1.6

“Beneficiary” means the person to whom, or the entity to which, a share of a deceased Participant’s interest in the Plan is payable.

1.7

“Board of Directors” means the Board of Directors of the Employer.

1.8

“Change of Control” means any person or group of persons acting in concert (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 and the regulations of the Securities and Exchange Commission promulgated hereunder) who shall acquire legal or beneficial ownership interest, or voting rights, in twenty-five percent (25%) or more of the common voting stock of the Employer and a Participant is separated from service with the Employer as a result of the Change of Control.

1.9

“Committee” means the Executive Compensation Committee of the Board of Directors of the Employer, as the same shall from time to time be constituted.

1.10

“Compensation” with respect to any Participant means such Participant’s base compensation paid to him during the Plan Year plus overtime pay, bonuses, commissions and incentive pay, but excluding any non-qualified deferred compensation, income from exercise of stock options, separation pay, early retirement pay, any reimbursement or other expense allowances and other taxable fringe benefits.

1.11

“Code” means the Internal Revenue Code of 1986 (26 USC), as amended from time to time.

1.12

“Deferred Compensation” means that portion of a Participant’s remuneration which he would have been entitled to receive in cash during a calendar year but for a Salary Reduction Agreement between such Participant and the Employer.

1.13

“Effective Date” means the first day of January, 2008. The original effective date of the Plan was January 1, 1998.

1.14

“Elective Contribution” means the Employer’s contributions to this Plan that are made pursuant to the Participant’s deferral election in accordance with Section 4.1 hereof.

1.15

“Employee” means any person employed by the Employer or of any subsidiaries or affiliates of which the Employer shall own a fifty percent (50%) or greater capital interest, but shall not include consultants, directors who are not also employed by the Employer and other persons not employed by the Employer.

1.16

“Employer” means First Commonwealth Financial Corporation, a bank holding company, and any successor or successors thereto.

1.17

“ESOP” means the First Commonwealth Financial Corporation Employee Stock Ownership Plan, as amended from time to time.

1.18

“Executive Employee” means an Employee who is a member of the Employer’s select group of management or highly compensated employees within the meaning of Section 201(2) of the Act (29 USC § 1051(2)).

1.19

“Fiduciary” means any person who, or entity which, (a) exercises any discretionary authority or discretionary control respecting management of the Plan or exercises any authority or control respecting management or disposition of its assets, (b) renders investment advice for a fee or other compensation, direct or indirect, with respect to any moneys or other property of the Plan or has any authority or responsibility to do so, or (c) has any discretionary authority or discretionary responsibility in the administration of the Plan, including, but not limited to, the Trustee, the Employer and the Administrator.

1.20

“Forfeiture” means that portion of a Participant’s Account that is not Vested, and occurs on the same date that a forfeiture would occur for the Participant under Basic 401(k) Plan.

1.21

“Former Participant” means a person who has once been a Participant hereunder but who is no longer an Employee and whose Vested Aggregate Account has not yet been fully distributed to him.

1.22

“Investment Funds” means the various investment funds established and maintained under the Trust which shall be identical, (to the extent possible), or similar to those maintained under the Basic 401(k) Plan. To the extent a stable value fund is used as an investment option, the applicable rules under that fund for transferring out of such investment option shall apply to all monies invested therein.

1.23

“Labor Regulations” means the regulations of the United States Department of Labor (29 CFR), and as amended periodically.

1.24

“Non-Elective Contribution” means a contribution made by the Employer on behalf of a Participant other than an Elective Contribution.

1.25

“Participant” means any Executive Employee who participates in this Plan.

1.26

“Participant’s Aggregate Account” means the sum of a Participant’s Elective Account and the Participant’s Non-Elective Account.

1.27

“Participant’s Elective Account” means the account established and maintained by the Administrator for each Participant with respect to his interest in the Plan resulting from his Elective Contributions.

1.28

“Participant’s Non-Elective Account” means the account established and maintained by the Administrator for each Participant with respect to his interest in the Plan resulting from his Non-Elective Contributions.

1.29

“Plan” means the First Commonwealth Financial Corporation Supplemental Executive Retirement Plan as contained herein or as subsequently amended and/or restated.

1.30

“Plan Compensation” means a Participant’s Compensation, for each calendar year, in excess of the amount permitted to be reflected, for that calendar year, under the Basic 401(k) Plan and ESOP because of the requirements of Section 401(a)(17) of the Code.

1.31

“Plan Year” means each calendar year commencing with the 2008 calendar year.

1.32

“Retirement Date” means the date on which a Participant can retire normally in accordance with the provisions of the Basic 401(k) Plan.

1.33

“Salary Reduction Agreement” means an agreement between a Participant and the Employer, or, if applicable, with the subsidiary or affiliate employing the Participant, pursuant to which such Participant’s Compensation shall be reduced and he shall be entitled to Deferred Compensation pursuant to Section 4.1 hereof.

1.34

“Total Disability” means (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) the Participant is determined to be totally disable by the Social Security Administration, or (c) the Participant is determined to be disable in accordance with the long term disability program sponsored by FCFC.

1.35

“Treasury Regulation” means the income tax regulations as promulgated by the Secretary of the Treasury or his delegate (26 CFR), and as amended periodically.

1.36

“Trust Administrative Committee” means the Trust Administrative Committee of the Trustee which shall have the authority to review, approve and modify Participant requests for changes in the allocation of investments under the Plan with respect to a Participant’s Elective Account and Non-Elective Account.

1.37

“Trust Agreement” means that certain Agreement and Declaration of Trust made and entered into of even date with the Plan by and between the Employer, as settlor, and the Trustee used for funding the benefits accrued hereunder, and any amendments, substitutions or recodifications thereto.

1.38

“Trust Fund” means the assets held in trust by the Trustee from time to time pursuant to the Trust Agreement.

1.39

“Trustee” means First Commonwealth Bank-Trust Division and any successor or successors thereto.

1.40

“Unforeseen Emergency” means a severe financial hardship resulting from an illness or accident of the Participant or the Participant is dependent (as defined in Section 152 of the Internal Revenue Code), loss of the Participant or the Participant’s beneficiaries property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary or unforeseeable circumstances arising as a result of events beyond the Participant’s control. For example, the imminent foreclosure of or eviction from the Participant or the Participant’s beneficiaries primary residence may constitute an unforeseeable emergency. In addition, the need to pay for medical expenses, including non-refundable deductibles, as well as for the costs of prescription drug medication, may constitute an unforeseeable emergency. Finally, the need to pay for the funeral expense of a spouse, or a dependent (as defined in Section 152 of the Internal Revenue Code) may also constitute an unforeseeable emergency. Whether the Participant or the Participant’s beneficiary is faced with any unforeseeable emergency permitting a distribution is to be determined based on the relevant facts and circumstances of each case, but, in any case, a distribution on account of unforeseeable emergency may not be made to the extent that such emergency is or may be relieved through reimbursement of compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of deferrals under the Plan.

1.41

“Valuation Date” means each day during the year in which the New York Stock Exchange is open for trading.

1.42

“Vested” means the non-forfeitable portion of any account maintained on behalf of a Participant.

1.43

“Year of Service” means any calendar year of employment with the Employer in which an Executive Employee completes at least 1,000 Hours of Service.

2.1

Introduction