CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT, is entered into as of October 18, 2005, by and between First Commonwealth Financial Corporation, a
Pennsylvania corporation (the “Company”), and R. JOHN PREVITE (“Executive”).
The Executive Compensation Committee of the Company’s Board of Directors (the “Board”) has determined that it is in the
best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the
Executive, notwithstanding the possibility, threat or occurrence of a “Change of Control” (as defined below) of the Company.
The Board believes that it is important to diminish the inevitable distraction of the Executive that would result from the personal
uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive to continue to
devote Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending
Change of Control, and to provide the Executive with compensation and benefit arrangements upon the termination of
Executive’s employment following a Change of Control. In order to accomplish these objectives, the Board has authorized the
Company to enter into this Agreement with Executive.
Accordingly, Executive and the Company hereby agree as follows:
1.1. “Cause” for termination shall be deemed to exist if:
(a) The Executive is convicted of, or pleads guilty or nolo contendere to, any crime which constitutes a felony under
the laws of the United States of America or of any state or territory thereof, and the commission of that felony resulted in,
or was intended to result in, a loss (monetary or otherwise) to the Company, or any of their respective clients, customers,
directors, officers or employees; or
(b) The Executive deliberately and intentionally fails or refuses to perform the Executive’s duties to the Company
(other than during such time as the Executive is incapaci