0001193125-12-002904 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • January 5th, 2012 • First Commonwealth Financial Corp /Pa/ • National commercial banks • Pennsylvania

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”).

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • January 5th, 2012 • First Commonwealth Financial Corp /Pa/ • National commercial banks • Pennsylvania

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”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 5th, 2012 • First Commonwealth Financial Corp /Pa/ • National commercial banks • Pennsylvania

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”).

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