EXHIBIT10.2CHANGE IN CONTROL AGREEMENT OF JOHNSTON A. GLASS

AGREEMENT FOR SEVERANCE PAYMENTSIN THE EVENT OF TERMINATION OF EMPLOYMENTUNDER CERTAIN CIRCUMSTANCES

     THIS AGREEMENT, by and between FirstCommonwealth Financial Corporation, a bank holding company organized andexisting under the laws of the Commonwealth of Pennsylvania and with itsprincipal place of business in Indiana, Pennsylvania (the "Employer")and Johnston A. Glass of      Indiana            , Pennsylvania (the"Executive") made this 7th   day of   February      , 1998.

WITNESSETH

     WHEREAS, the Executive is presentlyemployed by First Commonwealth Bank, a subsidiary of the Employer, as itsPresident;     WHEREAS, the Employer wishes toinduce the Executive to continue as President of First Commonwealth Bank and,accordingly, to provide certain employment security to said Executive in theevent of a "change in control" (as hereinafter defined);     WHEREAS, the Employer believes thatit is in the best interest of its shareholders for the Executive to continue inhis position on an objective and impartial basis and without distraction orconflict of interest as a result of a possible, or actual "change incontrol" (as hereinafter defined); and     WHEREAS, in consideration, *inter alia*, of this Agreement theExecutive is willing to continue as the President of First Commonwealth Bank;     NOW THEREFORE, IN CONSIDERATION OFTHE EXECUTIVE CONTINUING AS THE PRESIDENT OF FIRST COMMONWEALTH BANK AND OF THEMUTUAL PREMISES HEREIN CONTAINED, THE EXECUTIVE AND THE EMPLOYER, INTENDING TOBE LEGALLY BOUND, HEREBY AGREE AS FOLLOWS, TO WIT:

ARTICLE IDEFINITIONS

     1.   A"Change in Control" for the purpose of this Agreement, shall bedeemed to have occurred if, at any time, any person or group of persons actingin concert (within the meaning of Section 13(d) of the Securities Exchange Actof 1934, as amended, and the regulations of the Securities and ExchangeCommission promulgated thereunder) shall acquire legal or beneficial ownershipinterest, or voting rights, in twenty-five percent (25%) or more of the commonvoting stock of First Commonwealth Financial Corporation.1

 

     2.   A"Triggering Event" for the purpose of this Agreement shall be deemedto have occurred if, on or after the occurrence of a Change in Control, any ofthe following shall occur, viz:

(a)  Within two(2) years from the date on which the Change In Control occurred, the Employershall terminate the employment of the Executive, other than in the case of aTermination For Cause, as herein defined;

(b)  Within two(2) years from the date on which the Change In Control occurred, the Employershall     reduce the Executive's title,responsibilities, power or authority in comparison with his title,responsibilities, power or authority at the time of the Change In Control;

(c)  Within two(2) years from the date on which the Change In Control occurred, the Employershall     assign the Executive dutieswhich are inconsistent   with the dutiesassigned to the Executive on the date on which the Change In Control occurredand which duties the Employer persists in assigning to the Executive despitethe prior written objection of the Executive;

(d)  Within two(2) years from the date in which the Change In Control occurred, the Employershall     reduce the Executive's base compensation,his group health, life, disability or other insurance programs (including anysuch benefits provided to the Executive's family), his pension, retirement orprofit-sharing benefits or any benefits provided by the Employer's EmployeeStock Ownership Plan, or any substitute therefore, or shall exclude him fromany plan, program or arrangement in which the other executive officers of theEmployer are included.

 

3.   A"Termination For Cause" for the purpose of this Agreement shall bedeemed to have occurred if:

 

(a)  TheExecutive shall have committed a felony under the laws of the United States ofAmerica, or of any state or territory thereof, and shall have been convicted ofthe same, or shall have pled guilty or nolo contendere with respect tosaid charge, and the commission of said felony resulted in, or was intended toresult in, a loss (monetary or otherwise) to the Employer or its clients,customers, directors, officers or employees, or

(b) The Executive shall have deliberately andintentionally failed and refused to perform his duties to the Employer (otherthan during such time as the Executive shall be incapacitated due to accidentor illness or during his regularly scheduled vacation periods) for a period ofthirty (30) consecutive days following the receipt by him of a notice from theEmployer sent by certified mail, return receipt requested, setting forth indetail the facts upon which the Employer

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relies in concludingthat the Executive has deliberately and intentionally refused to perform hisduties and indicating with specificity the duties that the Employer demandsthat the Executive perform forthwith.

ARTICLE IISEVERANCE PAYMENT

     Upon the occurrence of a TriggeringEvent, the Employer shall pay to the Executive a severance benefit which shallbe in addition to any other compensation or remuneration to which the Executiveis, or shall become, entitled to receive from the Employer.  Each severance payment shall be paid by theEmployer to the Executive on the first day of each calendar month commencing onthe first day of the month next following the month in which the TriggeringEvent occurred, and be payable to the Executive or his beneficiary (ashereinafter provided) for twenty-three (23) consecutive months thereafter, sothat a total of twenty-four (24) consecutive monthly payments shall bemade.  The amount of each such paymentshall be equal to one-twelfth (1/12) of the Executive's annual base salary onthe date of the Change In Control.  Inaddition thereto, the Employer shall, at its expense, provide the Executive,and his family, with life, health, disability and accidental death anddismemberment insurance in an amount not less than that provided on the date onwhich the Change In Control occurred, for the period during which the monthlypayments provided above are to be made.

ARTICLE III

LIMITATION ON PAYMENT OF BENEFITS 

     Notwithstanding anything to thecontrary herein contained, in no event shall any amount of severance paymentsbe paid to the extent that such amount constitutes "excess parachutepayments" to a "disqualified individual," as such terms aredefined by Section 280G of the Internal Revenue Code of 1986, as amended (26USG 280G) and the regulations of the Secretary of the Treasury or his delegateissued pursuant thereto.

 

ARTICLE IVPAYMENTS ON DEATH

     If theExecutive shall die after the occurrence of a Triggering Event, but prior tothe payment of all of the monthly severance payments required by Article IIhereof, then all remaining severance payments shall be paid to the beneficiaryherein provided at the same time, and in the same amount, as would have beenpayable to the Executive (in accordance with Article II hereof) had hesurvived.  For this purpose, theExecutive's beneficiary shall mean the person or persons designated by theExecutive in a notice to the Employer, 3

provided,however than any such designation shall be revocable during the lifetime of theExecutive, and in the event that the Executive shall have given more than one suchnotice during his lifetime, the beneficiary designated in the last such noticeshall govern.  If the Executive shallnot have given such a notice prior to his death, the beneficiary shall bedeemed to be the same person that the Executive designated with respect to hisgroup life insurance program maintained by the Employer.

ARTICLE VVOLUNTARY TERMINATIONOF EMPLOYMENT

     If the Executive shall resign, or otherwisevoluntarily terminate, his employment with the Employer within a one (1) yearperiod commencing on the date that a Change In Control occurred, and on thedate of such resignation, or other voluntary termination of employment, he hasnot yet attained the earliest normal retirement date under the provisions ofthe Employer's Employee Stock Ownership Plan, Profit Sharing Plan, or otherqualified pension or profit-sharing plan of the Employer, then the Employershall pay to the Executive a severance benefit which shall commence on thefirst day of the month following the date of such resignation or othertermination of employment and shall be payable thereafter for the same period,in the same amount and under the same conditions as if such payments are madefollowing a Triggering Event in accordance with Article II hereof.

ARTICLE VICOMPETITIVE EMPLOYMENT

     If during the period that the Executive isreceiving severance payments as herein provided, he shall become an officer,director, employee or consultant to a bank or bank holding company whichprovides (or whose subsidiaries or affiliates provide) trust, loan or retailbanking facilities in the same county as such facilities are provided by anysubsidiary or affiliate of the Employer, and which is in direct competitionwith the Employer, then the Employer may elect to notify the Executive bycertified mail, return receipt requested, that it considers the employment ofthe Executive as competitive employment in accordance with this Article of thisAgreement.     The Executive may, within sixty (60)days of receipt of such notice from the Employer terminate such competitiveemployment and certify the same to the Employer by certified mail, returnreceipt requested.  However, if he shallfail to so terminate his employment and certify the same to the Employer withinsixty (60) days of receipt of the notice as herein provided, no subsequentseverance payments shall be due or payable following such sixtieth day,notwithstanding any other provision of this Agreement. However, this provisionshall in no event affect Executive's entitlement to receive all severancepayments due prior to the sixtieth day after receipt by the Executive of suchnotice, nor shall it in any way require Executive not to engage in suchcompetitive employment.4

 

ARTICLE VIISETOFF

 

     No amounts otherwise due or payable underthis Agreement shall be subject to setoff or counterclaim by either partyhereto.

ARTICLE VIIIATTORNEY'S FEES

 

     All attorney's fees and related expensesincurred by Executive in connection with or relating to the enforcement by himof his rights under this Agreement shall be paid for by the Employer.

ARTICLE IXSUCCESSORS AND PARTIESIN INTEREST

     This Agreement shall be binding uponand shall inure to the benefit of the Employer and its successors and assigns,including, without limitation, any corporation which acquires, directly orindirectly, by purchase, merger, consolidation or otherwise, all orsubstantially all of the business or assets of the Employer.  Without limitation of the foregoing, theEmployer shall require any such successor, by agreement in form and substancesatisfactory to the Executive, expressly to assume and agree to perform thisAgreement in the same manner and to the same extent that it is required to beperformed by the Employer.     This Agreement shall be binding uponand shall inure to the benefit of the Executive, his heirs at law and hispersonal representatives.

ARTICLE XATTACHMENT

     Neither this Agreement nor anybenefits payable hereunder shall be subject to anticipation, alienation, sale,transfer, assignment, pledge, encumbrance or charge or to execution,attachment, levy or similar process at law, whether voluntary or involuntary.

 

ARTICLE XIEMPLOYMENT CONTRACT

     This Agreement shall not in any wayconstitute an employment agreement between the Employer and the Executive andit shall not oblige the Executive to continue in the employ of Employer, norshall it oblige the Employer to continue to employ the Executive, but it shallmerely require the Employer to pay severance benefits to the Executive undercertain circumstances, as aforesaid.5

 

ARTICLE XIIRIGHTS UNDER OTHER PLANSAND AGREEMENTS

     The severance benefits hereinprovided shall be in addition to, and is not intended to reduce, restrict oreliminate any benefit to which the Executive may otherwise be entitled byvirtue of his termination of employment or otherwise.

ARTICLE XIIINOTICES

 

     All notices and other communicationsrequired to be given hereunder shall be in writing and shall be deemed to havebeen delivered or made when mailed, by certified mail, return receiptrequested, if to the Executive, to the last address which the Executive shallprovide to the Employer, in writing, for this purpose, but if the Executive hasnot then provided such an address, then to the last address of the Executivethen on file with the Employer; and if to the Employer, then to the lastaddress which the Employer shall provide to the Executive, in writing, for thispurpose, but if the Employer has not then provided the Executive with such anaddress, then to:

President and ChiefExecutive OfficerFirst Commonwealth Financial CorporationOld Courthouse Square22 North Sixth StreetIndiana, Pennsylvania 15701

ARTICLE XIVGOVERNING LAW ANDJURISDICTION

     This Agreement shall 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 shall institute suit or otherlegal proceeding, whether in law or equity, the Courts of the Commonwealth ofPennsylvania shall have exclusive jurisdiction with respect thereto.

ARTICLE XVENTIRE AGREEMENT

     This Agreement constitutes the entireunderstanding between the Employer and the Executive concerning the subjectmatter hereof and supersedes all prior written or oral agreements orunderstandings between the parties hereto. No term or provision of this Agreement may be changed, waived, amendedor terminated except by a written instrument of equal formality to this Agreement.6

     IN WITNESS WHEREOF, and as conclusiveevidence of the adoption of this Agreement, the parties have hereunto set theirhands and seals as of the date and year first above written.

| (Corporate  Seal)                | FIRST  COMMONWEALTH  FINANCIAL CORPORATION |
|----------------------------------|--------------------------------------------|
|                             |                                       |
| Attest:                          |                                       |
|                             |                                       |
| /S/DAVID  R. TOMB. JR.           | By:/S/JOSEPH  E. O'DELL                    |
| Corporate  Secretary             | JOSEPH  E. O'DELL                          |
|                             | President  and Chief  Executive Officer    |
|                             |                                       |
|                             |                                       |
| /S/JAYNE  F. ZAFFUTA   | /S/JOHNSTON  A. GLASS            |
| Witness                          | JOHNSTON  A. GLASS                         |

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