Exhibit10.1 Supplemental Executive Retirement Plan

FIRST COMMONWEALTH FINANCIAL CORPORATIONSUPPLEMENTAL EXECUTIVE RETIREMENT PLANAs Amended and RestatedEffective as of January 1, 2003

THIS PLAN, as amended and restated as of the 1st day of January,2003.

*WITNESSETH*RECITALS

        TheFirst Commonwealth Financial Corporation Supplemental Executive Retirement Plan(the "Plan") was originally adopted as of January 1, 1998, by FirstCommonwealth Financial Corporation, a bank holding company organized andexisting under the laws of the Commonwealth of Pennsylvania (the"Employer") for certain Executive Employees (as defined herein) ofthe Employer.        WHEREAS, pursuant to theauthority reserved in Section 10.1 of the Plan, the Plan has been amended fromtime to time to incorporate changes that have been deemed appropriate;        WHEREAS, as a result of thesechanges and certain other changes that are now deemed necessary, it is nowdesired that the Plan be amended and restated;Accordingly, the Plan, as amended and restated, is hereby adopted.

TABLE OF CONTENTS

| ARTICLE | TITLE                                                                                                                               | PAGE   |
|---------|-------------------------------------------------------------------------------------------------------------------------------------|--------|
|    |                                                                                                                                |   |
| I       | DEFINITIONS                                                                                                                         | 1      |
|    |                                                                                                                                |   |
| II      | INTRODUCTION  AND PURPOSE                                                                                                           | 4      |
|    |                                                                                                                                |   |
|    | 2.1  Introduction                                                                                                                   | 4      |
|    | 2.2  Purpose                                                                                                                        | 4      |
|    | 2.3  Interpretation and Intent                                                                                                      | 4      |
|    |                                                                                                                                |   |
| III     | PARTICIPATION                                                                                                                       | 5      |
|    |                                                                                                                                |   |
|    | 3.1  Initial Participation                                                                                                          | 5      |
|    | 3.2  Additional Participation                                                                                                       | 5      |
|    | 3.3  Termination of Employment                                                                                                      | 5      |
|    |                                                                                                                                |   |
| IV      | CONTRIBUTIONS  AND ALLOCATIONS                                                                                                      | 6      |
|    |                                                                                                                                |   |
|    | 4.1  Salary Reduction Contributions                                                                                                 | 6      |
|    | 4.2  Non‑Elective Contributions.                                                                                              | 6      |
|    | 4.3  Termination of Employment            During Year                             | 7      |
|    |                                                                                                                                |   |
| V       | INVESTMENTS  AND VALUATIONS                                                                                                         | 8      |
|    |                                                                                                                                |   |
|    | 5.1  Investment of Participant's Combined Account                                                                                   | 8      |
|    | 5.2  Adjustment of Investment Earnings                                                                                              | 8      |
|    | 5.3  Valuation of the Investment Funds                                                                                              | 8      |
|    | 5.4  Right to Change Procedures                                                                                                     | 9      |
|    | 5.5  Statement of Accounts                                                                                                          | 9      |
|    |                                                                                                                                |   |
| VI      | DETERMINATION  AND DISTRIBUTION             OF BENEFITS                           | 10     |
|    |                                                                                                                                |   |
|    | 6.1  Determination of Benefits Upon            Termination of  Employment         | 10     |
|    | 6.2  Determination of Benefits Upon            Death or  Retirement               | 10     |
|    | 6.3  Distribution of Vested Portion of            Participant's  Combined Account | 10     |
|    | 6.4  Making of Distributions                                                                                                        | 11     |
|    |                                                                                                                                |   |

 

| VII    | BENEFICIARIES;  PARTICIPANT DATA                                                                               | 12     |
|--------|----------------------------------------------------------------------------------------------------------------|--------|
|   |                                                                                                           |   |
|   | 7.1  Beneficiary Designations                                                                                  | 12     |
|   | 7.2  Communications                                                                                            | 12     |
|   |                                                                                                           |   |
| VIII   | ADMINISTRATION                                                                                                 | 13     |
|   |                                                                                                           |   |
|   | 8.1  Powers and Responsibilities of            Administrator | 13     |
|   | 8.2  Plan Sponsor                                                                                              | 13     |
|   | 8.3  Powers and Responsibilities of            Committee     | 13     |
|   | 8.4  Claims Procedure                                                                                          | 13     |
|   |                                                                                                           |   |
| IX     | TRUST  FUND                                                                                                    | 15     |
|   |                                                                                                           |   |
|   | 9.1  Establishment of Trust                                                                                    | 15     |
|   | 9.2  Right of Assignment and Transfer            of Interest | 15     |
|   | 9.3  Unfunded Nature of Plan                                                                                   | 15     |
|   |                                                                                                           |   |
| X      | AMENDMENT  AND TERMINATION                                                                                     | 16     |
|   |                                                                                                           |   |
|   | 10.1  Amendment                                                                                                | 16     |
|   | 10.2  Termination of Plan                                                                                      | 16     |
|   |                                                                                                           |   |
| XI     | MISCELLANEOUS                                                                                                  | 17     |
|   |                                                                                                           |   |
|   | 11.1  Limitation of Rights                                                                                     | 17     |
|   | 11.2  Headings                                                                                                 | 17     |
|   | 11.3  Gender and Number                                                                                        | 17     |
|   | 11.4  Governing Law                                                                                            | 17     |

 

ARTICLE IDEFINITIONS

          As used in thisPlan, the following words and phrases shall have the meaning set forth below,unless a different meaning is clearly required by the context:1.1       "Act" means the EmployeeRetirement Income Security Act of 1974 (P.L. 93‑406, 29 USC Section  1001 *et seq),*asthe same maybe amended from time to time.1.2        "Administrator" meansFirst Commonwealth Trust Company, of Indiana, Pennsylvania, or any successor orsuccessors thereto designated by the Employer from time to time.1.3       "Aggregate Account"means, with respect to each Participant, the value of all accounts maintainedon behalf of that Participant.1.4       "Anniversary Date" meansDecember 31, 2003 and each thirty‑first day of December thereafter.1.5       "Basic 401(k) Plan"means the First Commonwealth Financial Corporation 401(k) Retirement Savingsand Investment Plan, as amended from time to time.1.6       "Beneficiary" means theperson to whom, or the entity to which, a share of a deceased Participant'sinterest in the Plan is payable.1.7       "Board of Directors"means the Board of Directors of the Employer.1.8       "Committee" means theExecutive Compensation Committee of the Board of Directors of the Employer, asthe same shall from time to time be constituted.1.9        "Compensation" withrespect to any Participant means such Participant's base compensation paid tohim during the Plan Year plus overtime pay, bonuses, commissions and incentivepay but excluding any non-qualified deferred compensation, income from exerciseof stock options, separation pay, early retirement pay, any reimbursement orother expense allowances and other taxable fringe benefits.1.10       "Code" means theInternal Revenue Code of 1986 (26 USC), as amended from time to time.1.11       "Deferred Compensation"means that portion of a Participant's remuneration which he would have beenentitled to receive in cash during a calendar year but for a Salary ReductionAgreement between such Participant and the Employer.1.12       "Effective Date" meansthe first day of January, 2003.  Theoriginal effective date of the Plan was January 1, 1998.1.13       "Elective Contribution"means the Employer's contributions to this Plan that are made pursuant to theParticipant's deferral election in accordance with Section 4.1 hereof.1.14       "Employee" means anyperson employed by the Employer or of any subsidiaries or affiliates of whichthe Employer shall own a fifty percent (50%) or greater capital interest, but 

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shallnot include consultants, directors who are not also employed by the Employerand other persons not employed by the Employer.1.15       "Employer" means FirstCommonwealth Financial Corporation, a bank holding company, and any successoror successors thereto.1.16       "ESOP" means the FirstCommonwealth Financial Corporation Employee Stock Ownership Plan, as amendedfrom time to time.1.17       "Executive Employee"means an Employee who is a member of the Employer's select group of managementor highly compensated employees within the meaning of Section 201(2) of the Act(29 USC Section  1051(2)).1.18       "Fiduciary" means anyperson who, or entity which, (a) exercises any discretionary authority ordiscretionary control respecting management of the Plan or exercises anyauthority 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 authorityor responsibility to do so, or (c) has any discretionary authority ordiscretionary responsibility in the administration of the Plan, including, butnot limited to, the Trustee, the Employer and the Administrator.1.19       "Forfeiture" means thatportion of a Participant's Account that is not Vested, and occurs on the samedate that a forfeiture would occur for the Participant under Basic 401(k) Plan.1.20       "Former Participant"means a person who has once been a Participant hereunder but who is no longeran Employee and whose Vested Aggregate Account has not yet been fullydistributed to him.1.21        "Investment Funds"means the various investment funds established and maintained under the Trustwhich shall be identical, (to the extent possible), or similar to thosemaintained under the Basic 401(k) Plan; provided however, a stable valueinvestment fund will be utilized under this Plan in lieu of the CD Fund whichis an available investment option under the Basic 401(k) Plan.  To the extent the stable value fund is usedas an investment option, the applicable rules under that fund for transferringout of such investment option shall apply to all monies invested therein.1.22       "Labor Regulations"means the regulations of the United States Department of Labor (29 CFR), and asamended periodically.1.23       "Non‑ElectiveContribution" means a contribution made by the Employer on behalf of aParticipant other than an Elective Contribution.1.24       "Participant" means anyExecutive Employee who participates in this Plan.1.25       "Participant's CombinedAccount" means the sum of a Participant's Elective Account and theParticipant's Non‑Elective Account.1.26       "Participant's ElectiveAccount" means the account established and maintained by the Administratorfor each Participant with respect to his interest in the Plan resulting fromhis Elective Contributions.

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1.27       "Participant'sNon‑Elective Account" means the account established and maintainedby the Administrator for each Participant with respect to his interest in thePlan resulting from his Non‑Elective Contributions.1.28       "Plan" means the FirstCommonwealth Financial Corporation Supplemental Executive Retirement Plan ascontained herein or as subsequently amended and/or restated.1.29       "Plan Compensation"means a Participant's Compensation, for each calendar year, in excess of theamount permitted to be reflected, for that calendar year, under the Basic Plan401(k) Plan and ESOP because of the requirements of Section 401(a)(17) of theCode.1.30       "Plan Year" means eachcalendar year commencing with the 2003 calendar year.1.31       "Retirement Date" meansthe date on which a Participant can retire normally or because of disability inaccordance with the provisions of the Basic 401(k) Plan.1.32       "Salary ReductionAgreement" means an agreement between a Participant and the Employer, or,if applicable, with the subsidiary or affiliate employing the Participant, pursuantto which such Participant's Compensation shall be reduced and he shall beentitled to Deferred Compensation pursuant to Section 4.1 hereof.1.33       "Treasury Regulation"means the income tax regulations as promulgated by the Secretary of the Treasuryor his delegate (26 CFR), and as amended periodically.1.34        "Trust AdministrativeCommittee" means the Trust Administrative Committee of the Trustee whichshall have the authority to review, approve and modify Participant requests forchanges in the allocation of investments under the Plan with respect to aParticipant's Elective Account and Non-Elective Account.1.35       "Trust Agreement" meansthat certain Agreement and Declaration of Trust made and entered into of evendate with the Plan by and between the Employer, as settlor, and the Trusteeused for funding the benefits accrued hereunder, and any amendments,substitutions or recodifications thereto.1.36       "Trust Fund" means theassets held in trust by the Trustee from time to time pursuant to the TrustAgreement.1.37       "Trustee" means FirstCommonwealth Trust Company of Indiana, Pennsylvania, and any successor orsuccessors thereto.1.38        "Valuation Date" meanseach day during the year in which the New York Stock Exchange is open fortrading.1.39       "Vested" means the non‑forfeitableportion of any account maintained on behalf of a Participant.

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ARTICLE IIINTRODUCTION AND PURPOSE

2.1       Introduction               ThisPlan continues to constitute "a plan which is unfunded and maintained byan employer primarily for the purpose of providing deferred compensation for aselect group of management or highly compensated employees" within themeaning of Section 201(2) of the Act (29 USC Section  1051(2)) and the LaborRegulations applicable thereto. Accordingly, it shall be exempt from Parts 2and 3 of Title I of the Act and shall be subject to simplified reporting anddisclosure under Part 1 of Title I of the Act as provided by the applicableLabor Regulations. .2.2       Purpose               Thepurpose of this Plan continues to be to restore some of the equity toParticipants as compared with other Employees that would otherwise be lostunder certain provisions of the Basic 401(k) Plan and the ESOP that have beenincorporated in those two latter instruments in order to meet specific legalrequirements, such as:

| a. | The  maximum compensation restrictions contained at Section 401(a)(17) of the  Code.             |
|----|--------------------------------------------------------------------------------------------------|
| b. | The  Actual Deferral Percentage restrictions contained at Section 401(k)(3)(ii) of  the Code.    |
| c. | The  Actual Contribution Percentage restrictions contained at Section 401(m)(2)(A)  of the Code. |
| d. | The  maximum contribution and forfeiture restrictions contained at Section 415 of  the Code.     |
| e. | The  maximum salary reduction deferral restrictions contained at Section 402(g) of  the Code.    |

 

2.3       Interpretationand Intent               Itis intended that this Plan continues to be part of a program of employeebenefits for the Participants that includes also the Basic 401(k) Plan and theESOP and that the former is intended to supplement the latter two (2) plans.Accordingly, this Plan is to be interpreted and administered in pari materiawith the latter two (2) plans.

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ARTICLE IIIPARTICIPATION

3.1       Initial ParticipationThe Participants in the Plan as and from the original Effective Date wereas follows:Joseph E. O'Dell, President and Chief Executive Officer of the Employer.Gerard M. Thomchick, Senior Executive Vice President and Chief Operating Officer of the Employer.Johnston A. Glass, President and Chief Executive Officer of First CommonwealthBank, a wholly owned subsidiary of the Employer.The current Participants in the Plan include the above named individuals, andas of July 1, 2003, John Dolan, Chief Financial Officer of the Employer.3.2       Additional ParticipationThe Committee may, but is not required to, from time to time extend theright of participation in the Plan to other Executive Employees.3.3       Termination Of EmploymentA Participant who ceases being an Employee shall cease being a Participanthereunder and shall thereupon become a Former Participant. If such a FormerParticipant shall thereafter again become an Employee, he shall notautomatically again become a Participant, but shall become a Participant againif, and only if, so permitted by the Committee.

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ARTICLE IVCONTRIBUTIONS AND ALLOCATIONS

4.1       Salary Reduction Contributions               AnyParticipant who is a Participant on the first day of a Plan Year may enter intoa Salary Reduction Agreement with the Employer, or if applicable, with thesubsidiary or affiliate employing the Participant, but in any event is notrequired to enter into such an agreement, pursuant to which the Participant'sPlan Compensation shall be reduced by the percentage that such Participantelects, not less than one percent (1 %) nor more than twenty-five percent(25%), in whole integer percentages, such amount to constitute theParticipant's Deferred Compensation. For the purpose of assisting the Employerand the Administrator in recording the amount of Deferred Compensation, and for providingadditionalassurance to the Participant of his rights thereto under certain circumstances,all as provided herein and in the Trust Agreement, the Employer shall make anElective Contribution on behalf of each such Participant, equal to theParticipant's elected Deferred Compensation for the Plan Year, in the mannerprovided by the next sentence hereto. The amount of such Elective Contribution,as calculated at the beginning of each Plan Year, shall be conveyed andtransferred to the Trustee in as level an amount as possible over the number ofpaychecks in that Plan Year to be held in trust for the benefit of the Participant,but subject in any event to the interest of the creditors of the Employer undercertain circumstances, as provided in the Trust Agreement.               Anysuch election shall be made prior to the first day of the applicable Plan Yearand shall thereafter be irrevocable with respect to that Plan Year, but may bemodified or revoked as it pertains to any future Plan Year. The Employer, or ifapplicable, the subsidiary or affiliate employing the Participant, shallthereupon cause the Participant's Compensation to be reduced in an amount equalto his Deferred Compensation for the Plan Year pursuant to such election, in aslevel an amount as possible over the number of paychecks in that Plan Year.               Notwithstandinganything to the contrary above, if an Executive Employee becomes initiallyeligible to participate during a Plan Year, he may elect to enter into a SalaryReduction Agreement with the Employer for that initial Plan Year by reducingPlan Compensation by an applicable percentage as provided in the firstparagraph above, provided such Salary Reduction Agreement is effective nosooner than thirty (30) days after it is completed and returned to theEmployer.  Such election shallconstitute the Participant's Deferred Compensation for the initial Plan Yearand shall thereafter be irrevocable with respect to that Plan Year.4.2       Non-Elective ContributionsIn addition to the Elective Contributions provided by Section 4.1 hereof,the Employer shall also make the following Non‑Elective Contributions onbehalf of each Participant who is a Participant on the first day of a PlanYear, or for the initial year of participation if the Executive Employeebecomes a Participant during the Plan Year:

| a. | A  matching contribution which shall be equal to one-hundred percent (100%) of  the Participant's Elective Contribution as provided by Section 4.1 hereof,  which does not exceed four percent (4%) of the Participant's Plan  Compensation; provided, however, if the  matching contribution percentage under the Basic 401(k) Plan shall be changed  by the Board of Directors to a percentage other than one-hundred percent  (100%), such revised percentage shall automatically be used herein in lieu of  one-hundred percent (100%). |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| b. | A  contribution equal to eight percent (8%) of the Plan Compensation of each  Participant for the calendar year. |
|----|------------------------------------------------------------------------------------------------------------------|

               TheNon-Elective Contribution provided for in subparagraphs a. and b. above shallbe contributed at the same time and in the same manner as the ElectiveContribution as provided by Section 4.1 hereof.In addition to the Non-Elective contributions provided for above, on and afterJuly 1, 2003, the Committee may, for any Plan Year, direct the Employer to makean extra Non-Elective Contribution to the Non-Elective Account of JosephO'Dell, the President and Chief Executive Officer of the Employer as of thedate of this restatement, in such amount and at such time as such Committeedeems appropriate.4.3       Termination of EmploymentDuring Year               Ifa Participant shall terminate his employment during a Plan Year, allcontributions, Elective and Non-Elective, shall cease after the last paycheckreceived by the Participant as a result of such termination of employment.

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ARTICLE VINVESTMENTS AND VALUATIONS

5.1          Investment ofParticipant's Combined Account               Allcontributions and earnings therein which are held in a Participant's ElectiveAccount or Non-Elective Account (which, in the aggregate, shall constitute aParticipant's Combined Account) shall be invested in the Investment Fundsmaintained under the Trust.  TheParticipant will be consulted with respect to the investment of his or herParticipant's Combined Account. However, the Trust Administrative Committee reserves the right, in itssole discretion, to invest the Participant's Combined Account as it deems best.5.2          Adjustmentfor Investment Earnings               Theamounts credited to a Participant's Combined Account shall be credited ordebited with a proportionate share of any gains or losses resulting from theInvestment Funds from time to time in accordance with uniform proceduresestablished by the Trust Administrative Committee to reflect the values of aninvestment equal to the proportionate share of the Participant's CombinedAccount balance in an Investment Fund. The Investment Funds available may be added or eliminated from time totime by the Trust Administrative Committee, with the approval of the Trustee;provided however, that the Trust Administrative Committee may not retroactivelyeliminate any Investment Fund.               AParticipant may express his or her desire to the Investment Fund(s) to be usedwith respect to his or her Elective Contributions and Non-ElectiveContributions in multiplies of 1%.  Awritten investment expression may be delivered to the Trust AdministrativeCommittee on the date that he or she commences participation in the Plan.  The Participant may change his or herInvestment Fund(s) expression with respect to future Elective Contributions andNon-Elective Contributions and/or with respect to amounts previously creditedto the Participant's Combined Account, by notifying the Trust AdministrativeCommittee or its designee.  A revisedinvestment expression may be made by a Participant in writing at any time andshall be effective on a designated Valuation Date following the TrustAdministrative Committee meeting at which such investment expression isconsidered.               Notwithstandinganything to the contrary above, if a Participant does not make an investmentexpression, the Trust Administrative Committee will invest all of theParticipant's Combined Account in the Federated Auto Cash Management Fund.5.3          Valuation ofthe Investment FundsThe Investment Funds shall be valued daily.  On each calendar quarter Valuation Date as provided in Section5.5, there shall be allocated to the Accounts of each Participant hisproportionate share of the increase or decrease in the fair market value of hisCombined Account in each of the Investment Funds.  In addition, whenever an event requires a determination of thevalue of the Participant Account, the value shall be computed as of theValuation Date on the date of determination, subject to the provisions ofSections 5.2 and 6.3.

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5.4          Rightto Change Procedures               TheTrust Administrative Committee reserves the right to change from time to timethe procedures used in valuing the Participant's Combined Accounts or crediting(or debiting) these Accounts if it determines, after due deliberation and uponthe advice of counsel and/or the current recordkeeper, that such an action isjustified in that it results in a more accurate reflection of the fair marketvalue of assets.  In the event of aconflict between the provisions of this Article and such new administrativeprocedures, those new administrative procedures shall prevail.5.5          Statement ofAccounts               Asof the end of each calendar quarter Valuation Date (March 31, June 30,September 30, and December 31) each Participant shall be furnished with astatement setting forth the value of his Combined Account and the Vestedportion of his Combined Account.

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ARTICLE VIDETERMINATION AND DISTRIBUTION OF BENEFITS

6.1       Determination of Benefits UponTermination of Employment               Upontermination of employment, the Participant shall be entitled to that portion ofhis Participant's Combined Account in which he is then Vested. Such Vestedportion shall be determined using the same criteria, pursuant. to the samemethods, and in accordance with the same rules and procedures as would havebeen applicable under the Basic 401(k) Plan, had such accounts been theapplicable accounts for such Participant under the Basic 401(k) Plan, exceptthat all of the Participant's Combined Accounts shall be deemed Vested on andafter a "change in control." For this purpose, a "change incontrol" shall have occurred if, at any time, any person or group ofpersons acting in concert (within the meaning of Section 13(d) of theSecurities Exchange Act of 1934 and the regulations of the Securities andExchange Commission promulgated thereunder) shall acquire legal or beneficialownership interest, or voting rights, in twenty‑five percent (25%) ormore of the common voting stock of the Employer. For all purposes hereunder,each Participant's period of service with the Employer prior to the EffectiveDate shall be credited as well as such period of service subsequent thereto.               "Upon a "change of control" as defined above, a Participant'sVested Combined Account will be handled in accordance with a separate electionform filed by the Participant on which the Participant has stated whether theywant their Vested Combined Account balances to be immediately distributed upona change of control in accordance with the form of payment elected pursuant tosection 6.3 or to remain in the Plan."6.2       Determination of Benefits UponDeath or Retirement               Uponthe Participant's retirement or death, the Participant or Beneficiary, shall beentitled to that portion of his Participant's Combined Account in which he is thenVested.  Such Vested portion shall bedetermined using the same criteria, pursuant to the same methods, and ifapplicable, in accordance with the same rules and procedures as would have beenapplicable under the Basic 401(k) Plan, had such accounts been the applicableaccounts for such Participant under the Basic 401(k) Plan.6.3       Distribution of Vested Portionof Participant's Combined Account               "The Vested portion of the Participant's Combined Account shall be paid incash, in the form of a single-sum distribution, as provided for in Sections 5.2and 5.3 unless the participant elects, on the form provided for this purpose bythe Employer, to receive annual installment payments over a period selected bythe Participant of not less than two (2) years and not more than ten (10)years. Any election to receive installment payments shall be subject to thefollowing:

| (a) | An  election to receive installment payments must be made on a date that is at  least one year prior to when the Combined Account would otherwise be paid in  a lump sum; |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| (b) | The  first installment shall be determined as of a Valuation Date immediately  preceding the commencement date of the first payment.  Each installment shall be calculated by  making each payment a fraction of the remaining Combined Account, the  numerator of which is one (1) and the denominator ("n") of which is  the remaining payments due. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c) | Until  all installments have been paid, the balance of the Vested portion of the  Participant's Combined Account shall continue to be credited with earnings  (and losses) in accordance with Section 5.2 of Article V.                                                                                                                                               |
| (d) | In  the event of the death of a Participant or Former Participant prior to the  total Vested portion of his Participant's Combined Account being distributed  to him, the remainder shall be distributed to his Beneficiary as soon as  practicable after his death.                                                                                             |

               Notwithstandinganything to the contrary above, a Participant or Former Participant may elect,during the payment period, to accelerate their unpaid installments; providedhowever, that (I) such acceleration election must be submitted and accepted bythe Employer in its sole discretion on or before the December 31 which precedesthe Plan Year in which the election will be effective and (ii) the installmentsaccelerated in such manner are payable no sooner that six (6) months from thedate of the acceleration election."               Theprocedures to be followed to calculate the amount of the acceleratedinstallment payment due shall be the same as those described in subsection (b)above.6.4       Making of Distributions               Alldistributions from this Plan, as provided herein, shall be made by the Trustee,from the Trust Fund, upon written authorization and direction by theAdministrator to the Trustee, as long as the Employer shall not then bebankrupt or insolvent, as defined and provided in the Trust Agreement. Ifpayments to the Participants, Former Participants and Beneficiaries shall thenbe suspended or terminated because of the bankruptcy or insolvency of theEmployer, in accordance with the provisions of the Trust Agreement,distributions shall then be made by the Employer, subject to any necessaryapprovals of a bankruptcy court or other supervising court; *provided,however*if the suspension of payment from the Trust Fund shall laterbe discontinued, distributions shall again be made from the Trust Fund, all asmore fully provided in the Trust Agreement.

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ARTICLE VIIBENEFICIARIES; PARTICIPANT DATA

7.1       Beneficiary Designations               EachParticipant from time to time may designate any person or persons (who may benamed contingently or successively) to receive such benefits as may be payableunder the Plan upon or after the Participant's death, and such designation maybe changed from time to time by the Participant by filing a new designation.Each designation will revoke all prior designations by the same Participant,shall be in a form prescribed by the Employer, and will be effective only whenfiled in writing with the Employer during the Participant's lifetime.               Inthe absence of a valid Beneficiary designation, or if, at the time any benefitpayment is due to a Beneficiary, there is no living Beneficiary validly namedby the Participant, the Employer shall pay any such benefit payment to theParticipant's spouse, if then living, but otherwise to the Participant's thenliving descendants, if any, *per stirpes,*but, if none, to theParticipant's estate. In determining the existence or identity of anyoneentitled to a benefit payment, the Employer may rely conclusively uponinformation supplied by the Participant's personal representative, or if adispute arises with respect to any such payment, then notwithstanding theforegoing, the Employer, in its sole discretion, may distribute such payment tothe Participant's estate without liability for any tax or other consequenceswhich might flow therefrom, or may take such other action as the Employer deemsto be appropriate.7.2       Communications               Anycommunication, statement, or notice addressed to a Participant or to aBeneficiary at his last post office address as shown on the Employer's recordsshall be binding on the Participant or Beneficiary for all purposes of thePlan. The Employer shall not be obliged to search for any Participant orBeneficiary beyond the sending of a registered letter to such last known address.

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ARTICLE VIIIADMINISTRATION

8.1       Powers and Responsibilities ofAdministrator               TheAdministrator shall administer, construe, and interpret this Plan and shall,subject to its provisions, certify and direct the Trustee as to the making ofdistributions hereunder.  TheAdministrator shall have discretionary authority to exercise all powers and tomake all determination, consist with the terms of the Plan, in all mattersentrusted to it, and its determination shall be given deference and shall befinal and binding on all interested parties. The Administrator shall constitute the named administrator within themeaning of Section 3(16)(A) of the Act (29 USC Section  1002(16)(A)).8.2       Plan Sponsor                Theplan sponsor within the meaning of Section 3(15)(B) of the Act (29 USC Section1102(15)(B)) shall be the Employer.8.3       Powers and Responsibilities ofCommittee               TheCommittee may permit additional Participants into the Plan from time to timeand provide exceptions and waivers as to any provision thereof, provided nosuch exception or waiver shall reduce the benefit to which a Participant isotherwise entitled under any provision hereof. The Committee shall also havethe power to amend and terminate the Plan to the extent provided by Article Xhereof.8.4       Claims Procedure               AnyParticipant, Former Participant or Beneficiary, or his duly authorizedrepresentative, may file with the Administrator a claim for a benefit underthis Plan. Such a claim must be in writing, be on a form provided by theAdministrator if the Administrator had previously issued such a form and madethe same available to the Participant, Former Participant or Beneficiary, andmust be delivered to 'the Administrator, in person or by mail, postage prepaid.Within ninety (90) days after the receipt of such a claim, the Administratorshall send to the claimant, by mail, postage prepaid, a notice of the grantingor denying, in whole or in part, of such claim, unless special circumstancesrequire an extension of time for the processing of the claim. In no event maythe extension exceed ninety (90) days from the date of the initial period. Ifsuch an extension is necessary, the claimant will be given written notice tothis effect prior to the expiration of the initial ninety (90) day period. TheAdministrator shall have full discretion to grant or deny a claim in whole orin part in accordance with the terms of this Plan. If notice of the denial of aclaim is not furnished in accordance with this Section 8.4, the claim shall bedeemed denied and the claimant shall be permitted to exercise his right ofreview as hereinafter provided.               TheAdministrator shall provide to every claimant who is denied a claim forbenefits a written notice setting forth, in a manner calculated to beunderstood by the claimant the following information, viz.:

| a. | The  specific reason or reasons for the denial. |
|----|-------------------------------------------------|

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| b. | Specific  references to the pertinent Plan provisions on which the denial is based,  together with a copy of such Plan provisions.                                                 |
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| c. | A  description of any additional material or information necessary of the  claimant to perfect the claim and an explanation of why such material or  information is necessary, and |
| d. | An  explanation of the Plan's claim review procedure.                                                                                                                              |

               Withinsixty (60) days after the receipt by a claimant of written notification of thedenial (in whole or in part) of a claim by the Administrator, the claimant orhis duly authorized representative, upon written application to theAdministrator, delivered in person or by certified mail, postage prepaid, mayreview pertinent documents and submit to the Administrator, in writing, hisnotice of appeal from the initial decision, together with a detailed statementof the basis and arguments upon which such appeal is based, including suchstatements of fact and conclusions of law, together with the justificationtherefor, as claimant or his authorized representative believe supports hisappeal from the initial decision of the Administrator.               Uponthe Administrator's receipt of a notice of a request for review, theAdministrator shall make a prompt decision on the review and shall communicatethe decision on review to the claimant or his authorized representative. Thedecision on review shall be written in a manner calculated to be understood bythe claimant and shall (unless the decision shall fully reverse the denial ofthe claim and completely accept the claim of the claimant) include specificreasons for the decision and specific references to the pertinent Planprovisions upon which the decision is based. The decision on review shall bemade not later than sixty (60) days after the Administrator's receipt of arequest for a review, unless special circumstances require an extension of timefor processing, in which case a decision shall be rendered not later than one‑hundred‑twenty(120) days after receipt of the request for review. If an extension isnecessary, the claimant shall be given written notice of the extension by theAdministrator prior to the expiration of the initial sixty (60) day period. Ifnotice of the decision on review is not furnished in accordance with thisSection 8.4, the claim shall be deemed denied on review.

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ARTICLE IX TRUST FUND

9.1       Establishment of Trust               Inorder to assist the Employer in meeting its obligations hereunder and provide amore certain and regular procedure for receipt of benefits by the Participants,Former Participants and Beneficiaries, the Employer has entered into a TrustAgreement with the Trustee for the holding of the Trust Fund in trust inaccordance with all of the provisions thereof contained. Such trust shallcontinue to be a grantor trust within the meaning of Section 671 of the Codeand an accumulation trust within the meaning of Subpart C of Part 1 ofSubchapter J of Chapter 1 of Subtitle A of the Code.9.2       Right of Assignment andTransfer of Interest               Noamounts payable hereunder may be assigned, pledged, mortgaged, hypothecated,sold or transferred nor may any such amounts be subject to lien, levy,distraint or other legal process or attachment. All right to benefits hereundershall be personal to the Participant, Former Participant or Beneficiary and nosuch person shall have a right to the assets held in the Trust Fund, or any portionthereof, prior to the Administrator directing the Trustee to make paymenttherefrom in a particular instance.9.3       Unfunded Nature of Plan               Sincethe rights of the Participants, Former Participants and Beneficiaries are notabsolute but are defeasible in the event of the bankruptcy or insolvency of theEmployer, as provided by the Trust Agreement, this Plan shall, notwithstandingthe existence of the Trust Fund, be deemed unfunded for the purpose of Title Iof the Act, in accordance with Department of Labor Regulations.

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ARTICLE XAMENDMENT AND TERMINATION

10.1       Amendment               ThisPlan may be amended at any time and from time to time by the Committee; *provided,however,*no such amendment shall reduce the benefit hereunderaccrued by any Participant, Former Participant or Beneficiary prior to thelater of (a) the date that such amendment is to be effective or (b) the datethat such amendment is so adopted by the Committee. The Committee may authorizeand direct any officer of the Employer to take such action, and execute suchdocuments as are necessary or appropriate to evidence the adoption of anyamendment hereto.               Notwithstandinganything to the contrary above, the Committee may not amend this Plan upon achange of control (as defined in Section 6.1 hereof) without the consent of themajority of Participants covered hereunder at the date of the change ofcontrol.10.2       Termination of Plan               TheCommittee may cause and authorize this Plan to be terminated at any time; *providedhowever,*no such termination shall defease any right of aParticipant, Former Participant or Beneficiary to any benefit accrued prior tothe date of such termination (whether such benefit shall otherwise be Vested ornot under the terms of the Plan). The Committee may authorize and direct anyofficer of the Employer to take such action, and execute such documents, as arenecessary or appropriate to effectuate any such decision of the Committee.               Notwithstandinganything to the contrary above, the Committee may not terminate this Plan upona change of control (as defined in Section 6.1 hereof) without the consent ofthe majority of Participants covered hereunder at the date of the change ofcontrol.

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ARTICLE XIMISCELLANEOUS

11.1       Limitation of Rights               Nothingcontained in this Plan shall be construed to limit in any way the right of theEmployer (or, if applicable, the subsidiary or affiliate employing theEmployee) to terminate an Employee's or Participant's employment at any time orin. any way to constitute an agreement or understanding, express or implied,that the Employer (or, if applicable, the subsidiary or affiliate employing theEmployee) will continue to employ Employee, or will employ, or continue toemploy, the Employee in any particular position or under any particularcircumstances.11.2       Headings               Theheadings and subheading contained herein are for convenience of reference onlyand are to be ignored in any construction thereof.11.3       Gender and Number               Wheneverused in this Plan, the masculine shall be deemed to include the feminine andthe singular shall be deemed to include the plural.11.4       Governing Law               ThisPlan shall be construed in accordance with, and governed by, the laws of theCommonwealth of Pennsylvania, to the extent such laws are not preempted by thelaws of the Untied States of America.IN WITNESS WHEREOF, the undersigned officers, being duly authorized, havecaused this amended and restated Plan to be duly executed by, and on behalf of,FIRST COMMONWEALTH FINANCIAL CORPORATION, a corporation organized and existingpursuant to the laws of the Commonwealth of Pennsylvania, this __9th__day of _September_ 2003, but to be retroactively effective as and fromthe first day of January, 2003.

| (SEAL)                                                                                                | FIRST  COMMONWEALTH  FINANCIAL CORPORATION                                         |
|-------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------|
|                                                                                                  |                                                                               |
| Attest                                                                                                |                                                                               |
|                                                                                                  |                                                                               |
| /s/  David  R. Tomb,  Jr.            | By  /s/  Joseph  E. O'Dell       |
|                                                                                                  |                                                                               |
| David  R. Tomb, Jr.                                                          | Joseph  E. O'Dell                                                                  |
| Senior  Vice President,   Secretary and Treasurer                                                     | President  and Chief   Executive Officer                                           |

 

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