EXHIBIT10.1EMPLOYMENT CONTRACT OF JOHNSTON A. GLASS 

AGREEMENT

     This Agreement, made this 21st     day of December, 1998, by and betweenFirst Commonwealth Bank, organized and existing under the laws of theCommonwealth of Pennsylvania and whose principal place of business is inIndiana, Pennsylvania (the "Employer"), and Johnston A. Glass, anindividual residing in Indiana, Pennsylvania (the "Executive").

WITNESSETH

     WHEREAS, the Executive is presentlyemployed by the Employer as president and chief executive officer; and     WHEREAS, the parties wish to setforth the terms of severance should said employment be terminated prior to thesixty-third (63rd) birthday of Executive;     NOW, THEREFORE, the parties hereto,intending to be legally bound, mutually agree as follows:     1.   Terminationof Employment.     (a)  Employer shall have the right at any time to terminate Executive'semployment for just cause.  For thepurposes of this Agreement, "termination for just cause" shall meantermination for personal dishonesty, willful misconduct, breach of fiduciaryduty involving personal profit, conviction of a felony, willful violation ofany law, rule or regulation (other than traffic violations or similaroffenses), willful violation of a final cease and desist order, or willful orintentional breach or neglect by Executive of his duties.     (b)  Inthe event employment is terminated for just cause pursuant to subparagraph (a)above, Executive shall have no right to compensation or other benefits for anyperiod after the date of termination.     (c)  IfExecutive is not dischargeable for just cause, either Employer or Executive mayterminate Executive's employment for any reason by giving ninety (90) daysprior written notice to the other party and Employer shall pay as severance toExecutive an amount equal to twenty-four (24) month's base salary, based onExecutive's then current annual base salary and payable in accordance withEmployer's customary payroll practices beginning on the first payroll paymentdate following the date of termination and continuing throughout the remainingtwenty-four (24) months.          (1)  Executive shall not be required to mitigate the amount of anypayment period provided for in this section if he obtains otheremployment.  The parties agree that anyemployment by Executive during said twenty-four (24) month period shall not bein competition with Employer, directly or indirectly, in Employer's marketarea.1

          (2)  Employerwill continue to pay Employer's share of the health insurance premiums forExecutive under the group plan in effect at the time for a period not to exceedtwenty-four (24) months.  Executive willbe responsible to pay any employee contributory share and COBRA administrationfee.          (3)  If the Internal Revenue Service determines that the severancebenefits constitute "excess parachute payments" under Sections 280Gand 4999 of the Code, Employer shall assume responsibility for the loss of anytax deductions, and Executive shall assume responsibility for payment of anyincome and excise taxes attributable to the excess parachute payment.     2.   Miscellaneous.     (a)  This Agreement may not be amended except in writing signed by theExecutive or by his duly authorized representative, and by a duly authorizedofficer of Employer.     (b)  Allnotices given or required to be given shall be in writing, sent by UnitedStates first-class certified or registered mail, postage prepaid, to Executive(or to Executive's spouse or estate upon Executive's death) at Executive's lastknown address and to Employer at its principal offices.  All such notices shall be effective whendeposited in the mail.  Either party bya notice in writing may change or designate the place for receipt of all suchnotices.     (c)  Allpayments required to be made by Employer hereunder to the Executive shall besubject to the withholding of such amounts, if any, relating to tax and otherpayroll deductions as Employer may reasonably determine should be withheldpursuant to any applicable law or regulation.     (d)  Theinvalidity or unenforceability of any provision of this Agreement shall notaffect the validity or enforceability of any other provision of this Agreement,which shall remain in full force and effect.     (e)  ThisAgreement may be executed in one or more counterparts, each of which shall bedetermined to be an original but all of which together will constitute one andthe same instrument.     (f)  IfExecutive should die during the term of this Agreement, the Agreement shallimmediately terminate on the day of his death as if such day were the first dayfixed for termination.     (g)  ThisAgreement shall terminate upon Executive reaching the age of sixty-three (63)years.     (h)  ThisAgreement shall not diminish Executive's rights under any other existingagreements, including change of control agreements.2

     3.   ApplicableLaw.     This Agreement shall be governedin all respects and be interpreted by and under the laws of the Commonwealth ofPennsylvania, except to the extent that such law may be preempted by applicablefederal law.     IN WITNESS WHEREOF, the parties haveduly executed this Agreement as of the day and year first above written.

| ATTEST:                            | EMPLOYER:                                     |
|------------------------------------|-----------------------------------------------|
|                               | First  Commonwealth Bank                      |
|                               |                                          |
|                               |                                          |
| /S/DAVID  R. TOMB, JR.   | By:/S/E.  JAMES TRIMARCHI                     |
|                               |                                          |
| WITNESS:                           | EXECUTIVE:                                    |
|                               |                                          |
| /S/MARGARET  A. NADOLNY       | /S/JOHNSTON  A. GLASS     |
|                               | Johnston  A. Glass                            |
|                               |                                          |

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