0001193125-12-096953 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 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 Matthew C. Tomb (“Executive”), and will be effective as of December 31, 2011 (the “Effective Date”).

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FIRST COMMONWEALTH FINANCIAL CORPORATION INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 5th, 2012 • First Commonwealth Financial Corp /Pa/ • National commercial banks • Pennsylvania

This Restricted Stock Agreement (this “Agreement”) is made as of the 15th day of April, 2011 (the “Effective Date”) between First Commonwealth Financial Corporation (the “Company”) and “Grantee” identified on the signature page of this Agreement. The Restricted Stock awarded pursuant to this Agreement is subject to the terms set forth herein and in all respects are subject to the terms and provisions of the First Commonwealth Financial Corporation Incentive Compensation Plan (the “Plan”) applicable to Restricted Stock, which terms and provisions are incorporated herein by this reference. Unless the context requires otherwise, the terms defined in the Plan shall have the same meanings herein.

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