UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrantx   Filed by a Party other than the Registrant¨

Check the appropriate box:

First Commonwealth Financial Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

FIRST COMMONWEALTH FINANCIAL CORPORATION

Old Courthouse Square, 22 North Sixth601 Philadelphia Street

Indiana, Pennsylvania 15701

Notice of 20122014 Annual Meeting of Shareholders

To Our Shareholders:

The 20122014 Annual Meeting of Shareholders of First Commonwealth Financial Corporation will be held at First Commonwealth Place, 654 Philadelphia Street, Indiana, Pennsylvania 15701 on Tuesday, April 24, 2012,22, 2014, beginning at 3:00 p.m., Eastern Time, to consider and vote on the following matters:

Shareholders of record at the close of business on March 2, 20123, 2014 are entitled to receive notice of and vote at the meeting or any adjournment.

We sent shareholders of record at the close of business on March 3, 2014, a Notice of Internet Availability of Proxy Materials on or about March 12, 2014. Instructions on how to receive a printed copy of our proxy materials are included in the notice, as well as in the attached Proxy Statement.

Whether or not you plan to attend the meeting in person, please sign, date and return the enclosed proxy card as promptly as possible so that your shares will be represented at the meeting.

March 23, 201212, 2014		By Order of the Board of Directors,
		Matthew C. Tomb
		Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 24, 2012

This proxy statement and the 2011 Annual Report are available for viewing at

http://www.fcbanking.com/proxy2012

TABLE OF CONTENTS

i

PROXY STATEMENT FOR THE

FIRST COMMONWEALTH FINANCIAL CORPORATION

20122014 ANNUAL MEETING OF SHAREHOLDERS

GENERAL INFORMATION

When isWe are sending this proxy statement and the 2012 annual meeting?

The 2012 annual meetingaccompanying proxy card to you as a shareholder of shareholders willFirst Commonwealth Financial Corporation (“First Commonwealth” or the “Company”), in connection with the solicitation of proxies for the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Tuesday, April 24, 2012 at 3:00 p.m. (Eastern Time) atthe Company’s offices: First Commonwealth Place, 654 Philadelphia Street, Indiana, Pennsylvania 15701.15701, on Tuesday, April 22, 2014, at 3:00 p.m., local time.

When wasFirst Commonwealth’s Board of Directors is soliciting proxies for use at the Annual Meeting, or at any postponement or adjournment thereof. Only shareholders of record as of the close of business on March 3, 2014, which we refer to as the record date, will be entitled to vote at the Annual Meeting.

In this proxy statement, mailedthe “Company,” “First Commonwealth,” “we,” “our” or “us” all refer to shareholders?

This proxy statement was first mailedFirst Commonwealth Financial Corporation and its subsidiaries. We also refer to shareholders on or about March 23, 2012.

Why did I receive this proxy statement?

Thethe Board of Directors of First Commonwealth Financial Corporation (“we,” “us,” “First Commonwealth” oras the “Company”) is soliciting proxies to be voted at the 2012 annual meeting of shareholders (and any postponement or adjournment of the meeting scheduled in accordance with Pennsylvania law). Whenever we solicit your proxy, we are required to provide you with a proxy statement that contains certain information specified by law.“Board.”

What am I voting on?matters will be voted upon at the meeting?

At the meeting, you will be asked to consider the following items of business:

Why did I receive a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy materials?

The Securities and Exchange Commission’s (“SEC”) notice and access rule allows us to furnish our proxy materials over the internet to our shareholders instead of mailing paper copies of those materials to each shareholder. As a result, on or around March 12, 2014 we sent to most of our shareholders by mail or e-mail a notice containing instructions on how to access our proxy materials over the internet and vote online. This notice is not a proxy card and cannot be used to vote your shares. If you received only a notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice or on the website referred to on the notice.

We provided some of our shareholders, including shareholders who have previously asked to receive paper copies of the proxy materials and shareholders who are participants in our benefit plans, with paper copies of the proxy materials instead of a notice that the materials are electronically available over the internet.

What does the Notice of Internet Availability of Proxy Materials look like?

You will get a document titled “Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 22, 2014” containing instructions on how to access the proxy statement and the 2013 Annual Report over the Internet, how to request a printed copy of these materials, and how to vote your shares.

Who can vote?

Shareholders of record on the record date, which is Monday, March 3, 2014, may vote at the annual meeting. As of the record date, there were 94,207,690 shares of our common stock outstanding.

How does the Board of Directors recommend I vote on the proposals?

The Board of Directors recommends that you vote as follows:

Who can vote at the annual meeting?

Shareholders of record on the record date, which is Friday, March 2, 2012, may vote at the annual meeting. As of the record date, there were 105,016,994 shares of our common stock outstanding.

What constitutes a quorum to hold the annual meeting?

The presence at the meeting, in person or by proxy, of the holders of a majority of the aggregate voting power of the common stock outstanding on the record date will constitute a quorum, permitting us to hold the meeting and conduct business. Proxies received but marked as abstentions and broker non-votes (described below under “How do I vote my shares if they are held in the name of my broker?”) will be included in the calculation of the number of votes considered to be present at the meeting for purposes of determining a quorum.

How many votes are required to approve each proposal?

Election of Directors:     Directors are elected by a plurality of votes cast. The eleven (11)thirteen (13) nominees who receive the most votes will be elected. Abstentions, broker non-votes and instructions to withhold authority to vote for one or more of the nominees will result in those nominees receiving fewer votes but will not count as votes against the nominee.

Ratification of Independent Registered Public Accounting Firm:     The ratification of the selection of KPMG as our independent registered public accounting firm for the 20122014 fiscal year will be approved if the proposal receives the affirmative vote of at least a majority of the votes cast by shareholders present, in person or by proxy, at the meeting. Abstentions will not be counted as votes cast either for or against the proposal.

Approval of Named Executive Officer Compensation:     The non-binding advisory vote on the compensation of our named executive officers will be approved by the affirmative vote of at least a majority of the votes cast by shareholders present, in person or by proxy, at the meeting. Abstentions and broker non-votes will not be counted as votes cast either for or against the proposal.

How many votes may I cast?

For the election of directors, you are entitled to cast one vote for each share that you held as of the record date for each candidate nominated. Cumulative voting is not permitted.

For each other proposal and any other matter brought before the meeting, you are entitled to one vote for each share that you held as of the record date.

What do I have to do to vote?

You may vote by granting a proxy, or for shares held in street name, by submitting voting instructions to your broker or other nominee. If your shares are held by a broker or other nominee, you will receive instructions that you must follow to have your shares voted. See below for more information on voting your shares if held in the name of your broker.

If you hold your shares as the shareholder of record, you may vote by signing and dating each proxy card you receive and returning it in the enclosed postage paid envelope. You may also submit your proxy over the Internet or by telephone by following the instructions provided on the proxy card.

If you mark the proxy card to show how you wish to vote, your shares will be voted as you direct. If you return a signed proxy card but do not mark the proxy card to show how you wish to vote, your shares will be voted in accordance with the recommendations of the Board of Directors as described above.

In addition, if other matters are properly presented at the annual meeting, the proxy holders are also authorized to vote on such matters as they determine in their sole discretion. As of the date of this proxy statement, we have not received notice of any other matters that may be properly presented at the annual meeting.

How do I vote my shares if they are held in the name of my broker?

If your shares are held by your broker, you must vote your shares through your broker. You should receive a form from your broker asking how you want to vote your shares. Follow the instructions on that form to give voting instructions to your broker.

If you do not give instructions to your broker, (1) with respect to the ratification of KPMG as our independent registered public accounting firm your broker may vote your shares at its discretion on your behalf, but (2) with respect to each other proposal, a broker non-vote will occur. The broker non-vote will not be counted and no votes will be cast on your behalf. The voting instruction form will provide instructions for you to return it, including instructions for voting by telephone and the Internet. You may change your vote by submitting new voting instructions to your broker, bank or nominee.

If you plan to attend the annual meeting and your shares are held in the name of a broker or other nominees, you must bring with you a letter from the broker or nominee confirming your ownership as of the record date. Failure to bring such a letter may prevent you from attending the meeting.

If you wish to vote your shares at the meeting, you must obtain a legal proxy from your broker or other nominee and present it to the inspectors of elections with your ballot when you vote at the meeting.

How do I revoke a proxy or change my vote?

If you are the record holder of the shares, you may revoke your proxy or change your vote at any time before it is counted at the annual meeting by: (1) notifying our Secretary in writing at 22 North Sixth601 Philadelphia Street, Indiana, Pennsylvania, 15701; (2) attending the annual meeting and voting in person; or (3) submitting a later dated proxy card. If your shares are held by your broker, you should follow the instructions that the broker provides to you to revoke your proxy or change your vote.

What does it mean if I receive more than one proxy card?

If your shares are registered differently and are in more than one account, you will receive more than one proxy card. Please follow the directions for voting on each of the proxy cards you receive to ensure that all of your shares are voted.

What if I participate in First Commonwealth’s Employee Stock Ownership Plan?

Shares held in the First Commonwealth Employee Stock Ownership Plan, or ESOP, are held of record by the Trust Division of First Commonwealth Bank as the administrator of the ESOP and are voted by the ESOP’s trustee. If you are a participant in the ESOP, you have the right to direct the trustee how to vote the shares that have been allocated to your ESOP account. You will receive a proxy card from our transfer agent with instructions on how to vote your ESOP shares, and the ESOP trustee will vote your ESOP shares as you direct on the proxy card. If you do not submit voting directions, the trustee has discretion to vote your ESOP shares on any matter except the election of directors.

Who pays for the solicitation of proxies?

First Commonwealth pays all costs related to the Company’s solicitation of proxies. We may solicit proxies by mail, or our directors, officers or employees may solicit proxies personally, by telephone, facsimile or the Internet. These persons will not receive any additional compensation for their efforts to solicit proxies. We will request that the notice of annual meeting, this proxy statement, the proxy card and related materials, if any, be forwarded to beneficial owners, and we expect to reimburse banks, brokers and other persons for their reasonable out-of-pocket expenses in handling these materials.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information concerning the persons known by us to be the beneficial owners of more than 5% of the outstanding shares of our common stock.

SECURITIES OWNED BY DIRECTORS AND MANAGEMENT

The following table sets forth the number of shares of First Commonwealth’s common stock that were beneficially owned by each director and director nominee, each of the named executive officers and by all directors and executive officers as a group, as of March 2, 2012.3, 2014.

CORPORATE GOVERNANCE

The Board of Directors has the ultimate responsibility for overseeing the management of the Company’s business and affairs. The Board measures the effectiveness of its oversight using a balanced scorecard which is comprised of three broad themes:

Sound corporate governance provides the foundation which enables the Board to effectively carry out these responsibilities. This section discusses First Commonwealth’s corporate governance policies and practices, as well as the composition of the Board and its standing committees.

Corporate Governance Policies

The Board of Directors has adopted Corporate Governance Guidelines which codify our corporate governance policies and reflect our commitment to following corporate governance best practices. Below is a summary of the significant guidelines that we follow.

Separation of Chairman and CEO.     We believe that the roles of Chairman of the Board and Chief Executive Officer should be held by separate persons and that the Chairman of the Board should be an independent director. This separation establishes an appropriate division of the Board’s oversight role from the management responsibilities of the officers and employees of the Company. Consistent with this principle, our current Chairman, David S. Dahlmann, is a non-executive independent director.

Director Independence.     We believe that all directors other than the Chief Executive Officer should be independent from management. All of our directors other than the Chief Executive Officer currently satisfy the independence requirements of the New York Stock Exchange (“NYSE”), as described below under “Independence of Directors.”

Executive Sessions.     Our Board and committees regularly meet in executive session without management present, and our non-management directors meet regularly without the Chief Executive Officer. This enables directors to provide candid feedback, raise concerns and discuss sensitive or confidential matters. Our Chairman, David S. Dahlmann, has also been designated as our Lead Director to preside at meetings of the non-management directors.

Stock Ownership.     We believe that directors should hold a meaningful investment in the Company’s stock to ensure that their interests are aligned with our shareholders. Our guidelines require that all directors own shares having a value of at least 25,000 shares.$120,000 (five times the annual cash retainer). This guideline must be met within five years of a director’s initial election to the Board. Subject to certain exceptions as described under “Compensation of Directors,” directors receive 75%50% of their annual retainer in shares of Company stock.

Director Orientation and Education.     All new directors and committee members receive orientation to learn about the Company and its strategic plans, significant financial, regulatory, accounting and risk management issuesmatters and policies and compliance programs. This orientation must be completed after a director is elected. Our current directors regularly participate in continuing education to maintain the skills necessary to perform their duties and responsibilities and to keep abreast of industry trends, legal and regulatory developments and corporate governance practices.

Performance Evaluations.     Our Board and committees regularly evaluate and discuss their performance. In addition, our directors performedBoard performs a peer evaluation during 2011 which providedfrom time to time to provide directors with a confidential forum to assess and provide candid feedback regarding their own performance and the performance of fellow directors. The Board and its committees use the results of these evaluations to identify opportunities to enhance performance and topics for director continuing education.

Retirement Age.     We have established a mandatory retirement age of 70 for our directors. Except for those directors who have continuously served on the Board since this requirement was implemented in 2001, no person may be nominated for election or reelection to the Board after attaining age 70.

Meeting Frequency and Attendance.     Directors are expected to attend Board meetings and meetings of committees on which they serve and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Last year, our Board met 7seven times. All of our directors attended at least 75% of the total number of meetings of the Board and all committees of which they were members.

Annual Meeting Attendance.     The annual meeting provides a valuable opportunity for shareholders to meet and interact with our directors. All directors are expected to attend the annual meeting in the absence of an unavoidable conflict. Last year all of our current directors attended the annual meeting.

Composition and Diversity of the Board

We believe that our Board should generally consist of between 10 and 15 directors. This range permits diversity of experience and sharing of Board and committee responsibilities without hindering effective discussion. However, the Board may increase its membership beyond 15 to accommodate an exceptional candidate or operate with fewer than 10 directors if a vacancy arises.

We believe that effective oversight requires that the Board possess a diversity of perspectives, backgrounds and skills. In that regard, the Governance Committee considers the diversity of the professional experience, education, expertise, viewpoints, background and other demographics when evaluating the current composition of the Board and the need for additional directors and when identifying and evaluating director nominees. The Governance Committee is also guided by a set of criteria that has been approved by the Board of Directors. Under these criteria, a director candidate should:

When assessing our current directors for possible nomination and re-election, the Governance Committee considers all of the criteria listed above, as well as the needs of the Board, the independence of directors from

First Commonwealth, a director’s meeting attendance and participation, and the value of a director’s contributions to the effectiveness of our Board and its committees.

Independence of Directors

The rules of the NYSE require that at least a majority of our Board of Directors be comprised of independent directors. Our Corporate Governance Guidelines require that all directors other than the Chief Executive Officer must meet the independence standards established by the NYSE.

The Board reviews all relationships between the Company and its directors at least once per year and assesses each director’s independence annually using the NYSE independence standards. The Board has determined that a director may be independent even if he or she has business relationships with First Commonwealth or one of its affiliates, as long as, in the Board’s business judgment:

Based upon these criteria, the Board has affirmatively determined that directors Barone, Caponi, Charley, Claus, Dahlmann, Gorney, Glass, Greenfield, Latimer, Newill, Singer and Ventura are independent. Mr. Price is an executive officer of the Company and does not qualify as an independent director.

In determining the independence of Mr. Latimer, the Board considered the lease transaction between First Commonwealth Bank and SML Limited Partnership described below under the heading “Related Party Transactions,” and concluded that the transaction did not impact the independence of Mr. Latimer, because the amount paid to SML Limited Partnership during 20112013 fell below the quantitative limits established by the NYSE rules and was not otherwise material to Mr.  Latimer or First Commonwealth. In determining the independence of Ms. Singer, the Board considered the engagement of the law firm Reed Smith LLP, of which Ms. Singer’s spouse is a partner, to provide legal services to the Company. The Board concluded that this engagement did not impact the independence of Ms. Singer based upon the following factors: (1) Ms. Singer’s spouse did not provide legal services to the Company; (2) the fees paid to Reed Smith for services performed in 2011, which totaled $118,249, were not material to the Company or Reed Smith LLP; and (3) the compensation received by Ms. Singer’s spouse from Reed Smith LLP is not affected by the fees paid by First Commonwealth. To avoid even the appearance of a conflict of interest, the Company discontinued its engagement of Reed Smith LLP in April 2011.

Oversight of Risk

The Board of Directors actively oversees the risk management practices employed by First Commonwealth and its management team. The Board receives regular reports from our Chief Risk Officer regarding material risk exposures and the actions taken to monitor and mitigate those risks. In addition, senior management updates the Board at its regular meetings regarding trends and developments for credit, market, liquidity, compliance, reputation, operational and strategic risk. Our Risk Committee also provides risk oversight for the Board as a dedicated forum to review and discuss risks and risk management policies and practices. Refer to page 910 for a description of the Risk Committee and its members.

Audit Committee

The Audit Committee is comprised of James W. Newill (Chair), Julie A. Caponi, Gary R. Claus and Laurie S. Singer, and Robert J. Ventura, each of whom is an independent director under our Guidelines and the NYSE and Securities and Exchange Commission (“SEC”) standards. The primary responsibilities of the Audit Committee are to monitor the integrity of our financial statements, select and oversee our independent registered public accounting

firm, oversee our internal audit process, monitor our compliance with legal and regulatory requirements, including the receipt and resolution of complaints concerning accounting, internal controls and auditing matters, and review and discuss major financial risk exposures with management and steps taken to monitor and control those exposures, including risk assessments and risk management policies. Each member of the Audit Committee is financially literate, and our Board has determined that James W.Directors Caponi, Claus and Newill and Julie A. Caponi qualify as “audit

committee financial experts” as defined by the rules of the SEC. The Audit Committee met nineeight times in 2011.2013. A report of the Audit Committee follows on page 17.19.

Compensation and Human Resources Committee

The Compensation and Human Resources Committee is comprised of Robert J. Ventura (Chair), Julie A. Caponi, Ray T. Charley, Gary R. Claus and David W. Greenfield. The primary responsibilities of the Compensation and Human Resources Committee are to review and determine the compensation of the CEO and other executive officers, lead the annual review of the performance of the CEO, develop and approve the CEO succession plan and oversee succession and development planning for the other executive officers, establish and oversee our talent management, executive compensation and employee benefit programs, and review and approve the terms of any employment, severance, change of control or similar agreement for our CEO and other executive officers. Effective in January 2012, the Compensation and Human Resources Committee assumed from the Governance Committee responsibility for developing and approving the CEO succession plan and overseeing the development of succession plans for other executive officers. The Compensation and Human Resources Committee met nine times during 2011.2013. Each member of the Compensation and Human Resources Committee is an independent director under our Guidelines and applicable NYSE standards. A report of the Compensation and Human Resources Committee follows on page 29.32.

Governance Committee

The Governance Committee is comprised of Laurie S. Singer (Chair), Ray T. Charley, David W. Greenfield, Luke A. Latimer and James W. Newill, each of whom is an independent director under our Guidelines and applicable NYSE standards. The primary responsibilities of the Governance Committee are to identify and recommend director nominees to the Board of Directors, recommend directors to serve as members and as chair for each committee of the Board, determine director compensation, lead the annual review of the performance of the Board and its committees, recommend and approve corporate governance policies and practices for the Board, and review and approve related party transactions and monitor compliance with our Code of Conduct and Ethics, insider trading and related policies. Effective in January 2012, the Governance Committee assumed from the Compensation and Human Resources Committee the responsibility for determining director compensation. The Governance Committee met tennine times during 2011. Each member of the Governance Committee is an independent director.2013.

Risk Committee

The Risk Committee is a joint committee of First Commonwealth Financial Corporation and First Commonwealth Bank and is comprised of directors of the Company and the Bank. The Company directors who serve on the Risk Committee are David S. Dahlmann (Chair), Gary R. Claus,James G. Barone, Johnston A. Glass and Luke A. Latimer,Jon L. Gorney, each of whom is an independent director.director under our Guidelines and applicable NYSE standards. The primary responsibilities of the Risk Committee are to oversee and review information regarding our enterprise risk management framework, review and approve our significant risk management policies, assess the risks associated with our compensation practices, review and discuss with management the level and trend of risk exposures, including credit, market, liquidity, operational, compliance and legal, reputation and strategic risk, and assess risks associated with strategic and operating plans and strategic initiatives. The Risk Committee met eight13 times during 2011. Each member of the Risk Committee is an independent director.2013.

Code of Conduct and Ethics

The Code of Conduct and Ethics governs the actions and working relationships of First Commonwealth employees, officers and directors. This Code addresses, among other items, conflicts of interest, confidentiality,

fair dealing, protection and proper use of corporate assets and compliance with laws, rules and regulations. The Code of Conduct and Ethics encourages and provides a process for the reporting of any illegal or unethical behavior. First Commonwealth has established an ethics hotline to allow employees, officers and directors to anonymously report any known or suspected violation of laws, rules or regulations or the Code of Conduct and Ethics.

Where to Find Governance Documents

You can find copies of the charters for our Audit Committee, Compensation and Human Resources Committee, Governance Committee and Risk Committee, as well as our Corporate Governance Guidelines, Code

of Conduct and Ethics and other important information, by visiting our website at www.fcbanking.com and following the links to “Investor Relations” and “Corporate Governance.”

Communicating with Directors

You may communicate directly with any director or the full Board. To do so, please write to the person or persons desired and mail the communication to:

First Commonwealth Financial Corporation

Attn: Board Communications

P.O. Box 400

Indiana, PA 15701

Our employees will not open or otherwise screen any communications sent to this address. The communications will be delivered directly to the Lead Director, who will determine how to respond, including whether to present to the full Board or to forward to an individual director. If you send director-related communications to our offices, we will handle them in accordance with a collection and organization process approved by the Board. These communications are subject to a screening process that will determine which communications will be relayed to directors.

In addition, First Commonwealth has retained an independent service provider to receive calls from shareholders and other interested parties who wish to communicate with the non-management directors. The telephone number for this service is 1-866-825-5283. The independent service provider will forward all communications to the Lead Director who will take such action as he deems appropriate. A summary report of all communications received and actions taken by the Lead Director will be presented during the next executive session of the non-management directors and, if the non-management directors deem appropriate, to the full Board.

COMPENSATION OF DIRECTORS

Director Compensation in 2013

The following table shows the compensation is determined annually by a committee of independent directors. Priorpaid to 2012, the Compensation & Human Resources Committee was responsible for determining director compensation. The Governance Committee assumed this responsibility beginning in 2012. The objective of our director compensation program isnon-employee directors during 2013:

(2)	Represents the portion of the annual retainer paid in shares of common stock based upon the grant date fair value of the shares.

(3)

“All Other Compensation” consists of fees for attending meetings of the Board of Directors of First Commonwealth Bank and the Credit Committee of First Commonwealth Bank at the rate of $1,000 per meeting attended. “All Other Compensation” for Director Barone also includes fees for one meeting of the Trust Committee of First Commonwealth Bank at the rate of $500 per meeting.

We did not grant any stock options to enable the Board to attract and retain qualifiedour directors in an increasingly competitive market for director talent, promote share ownership2013. Certain directors hold options to purchase our stock that were awarded under prior plans. The table below sets forth the number of underlying shares, the exercise price and the expiration date of stock options held by directors and preserve the independence of the non-management directors. When determining director compensation, the committee considered the recommendationsdirectors as of Board Advisory, LLC, an independent consultant toDecember 31, 2013. All of these stock options are fully earned and vested.

Director Compensation & Human Resources Committee, as well as market data regarding the compensation practices of comparable publicly traded companies. Based upon these factors, the committee approvedSchedule in 2013

Directors were compensated in accordance with the following compensation schedule for directors in 2011:2013:

One fourth of the annual retainer fee for service on the Board of Directors is paid in cash and three-fourths of the fee is paid in shares of common stock based on the closing price of the Company’s stock on the date precedingof the annual meeting of Shareholders. Directors who own 100,00050,000 or more shares of our stock may opt to receive their entire retainer in cash, in which case the retainer is paid in four quarterly installments of $6,000. DirectorsIn 2013, directors Charley and Newill have elected to receive cash in lieu of shares of stock.

The Chief Executive Officer does not receive additional compensation for service on our Board of Directors or meeting attendance.

In addition to the fees described above, Mr. Dahlmann received an annual retainer fee of $200,000 during 20112013 for his service as the non-executive Chairman of First Commonwealth Financial Corporation and First Commonwealth Bank, Directors Greenfield and Singer received retainers of $20,000 for serving on the CEO Search Committee and Director Ventura received a retainer of $25,000 for chairing the CEO Search Committee.Corporation.

Changes to Director Compensation in 20112014

The following table showsGovernance Committee is responsible for determining director compensation, having assumed this responsibility from the Compensation and Human Resources Committee in 2012. The objectives of the director compensation program are to provide a competitive level of compensation to attract and retain talented directors, incent and reward directors who assume leadership roles within the Board, and promote share ownership by directors. In furtherance of these objectives, the Governance Committee periodically reviews market data to assess the competitiveness of First Commonwealth’s director compensation. During 2013, the Governance Committee engaged Board Advisory LLC, which also serves as the independent consultant to the Compensation and Human Resources Committee, to analyze the competitiveness and evaluate the design of First Commonwealth’s director compensation program.

Board Advisory LLC compared the median director compensation of First Commonwealth with the median compensation paid by companies within the Pennsylvania bank peer group that has been used by the Compensation and Human Resources Committee when establishing executive compensation. The analysis also considered comparative data from a national peer group consisting of community banks with consolidated assets ranging from $4 billion to our non-employee directors during 2011:

We did not grant any stock options to our directors in 2011. Certain directors hold options to purchase our stock that were awarded under prior plans.$10 billion. The table below sets forthcompares First Commonwealth’s median director compensation with the number of underlying shares,median director compensation paid by the exercise pricePennsylvania bank peer group and the expiration date of stock options held by$4 to $10 billion community bank group in 2012. Board Advisory LLC observed that director compensation is strongly correlated with asset size. As such, Board Advisory LLC estimated the non-management directors as of December 31, 2011. All of these stock options are fully earnedmedian director compensation for the Pennsylvania bank peer group and vested.for the $4 to $10 billion community bank group on a “size-adjusted” basis.

Based on these findings, Board Advisory LLC suggested that a responsibility-based arrangement, in which directors are compensated with a fixed retainer in lieu of meeting fees, is more appropriate for community bank

directors in the modern banking environment. Accordingly, Board Advisory LLC recommended that First Commonwealth’s director compensation program be adjusted as follows:

(1) Board Meeting Fees and Committee Meeting Fees should be eliminated and the Board Retainer should be increased to reflect the compensation appropriate for the responsibility of a director. This would fix pay based on responsibility rather than activity and stabilize year-to-year variations in pay driven by events.

(2) Enhanced Committee Chair Meeting Fees should be eliminated and replaced by enhanced Committee Chair Retainers.

(3) At least 50% of the Board Retainer should be paid in the form of equity.

Acting upon these recommendations, in November 2013 the Governance Committee approved the following changes to First Commonwealth’s director compensation effective January 1, 2014:

The premiums paid to Committee chairs will be in addition to the Committee member retainer in recognition of additional the time, effort and leadership to fulfill the chair’s responsibilities. Credit Committee members receive a premium due to the higher meeting frequency and corresponding workload for members of the Credit Committee. In addition to the fees noted above, members of the Risk Committee will receive a premium of $4,000 to their 2014 retainers to compensate for the additional time, effort and meeting frequency related to the Risk Committee’s oversight of the pending core system conversion by First Commonwealth Bank.

The increases to the cash and equity retainers for board and committee service shown above will be partially offset by the elimination of cash meeting fees for board and committee meetings. Median director compensation is expected to increase to $68,000 for 2014. This would be higher than the median director compensation paid in 2013 but within the range of 2009-2011 pay levels and lower than the size-adjusted median of the Pennsylvania peer group. The Governance Committee concluded that the increase in director compensation is appropriate to ensure a stable and competitive level of director compensation that is consistent with peer group pay practices. In addition, by eliminating meeting fees and converting to a retainer-based compensation program, the director compensation program is more transparent to investors and the expense is more predictable to the Company. Use of a retainer-based approach also will contribute to the Company’s expense control initiatives as there will be no incremental expense associated with additional board or committee meetings that may be required during the year, for example, to consider a potential acquisition.

PROPOSAL 1 — ELECTION OF DIRECTORS

Upon the recommendation of our Governance Committee, the Board of Directors has nominated the eleven (11)thirteen (13) persons named below for election at the 20122014 Annual Meeting of Shareholders to serve until the next annual meeting and until his or her successor is elected and qualified. Relevant biographical information concerning each nominee, including the nominee’s business experience and qualifications, is set forth below.

James G. Barone.    Mr. Barone, age 66, is retired. He has served as a director of First Commonwealth Financial Corporation since April 2013 and as a director of First Commonwealth Bank since August 2011.

Mr. Barone also serves on our Risk Committee and the Credit Committee of First Commonwealth Bank. Mr. Barone was Executive Vice President, Treasurer and Secretary for S&T Bancorp, Inc. from 1992 until he retired in 2002. Prior to joining S&T, he led the corporate investment activities at Integra Financial Corp. and Union National Corp., both in Pittsburgh, Pennsylvania. Mr. Barone earned a Bachelor’s Degree in Economics from Allegheny College and an MBA from Northwestern University. Mr. Barone’s qualifications for Board service include over 30 years of experience in banking and investments with extensive expertise in asset/liability management, investment management and mergers and acquisitions.

Julie A. CaponiCaponi.    .    Ms. Caponi, age 50,52, is a Certified Public Accountant. She has served as Vice President-Auditwas appointed Assistant Treasurer of Alcoa Inc., a producer of aluminum and aluminum products that is headquartered in Pittsburgh, Pennsylvania, since 2005, andin May 2013. She previously served as Vice President-Audit of Alcoa Inc. from 2005 to 2013 and as Assistant Controller.Controller of Alcoa Inc. from 2000 to 2005. Before joining Alcoa, in 2000, Ms. Caponi was an audit partner at Deloitte, principally serving clients in the financial services industry. Ms. Caponi joined our Board in 2007 and currently serves on our Audit Committee and Compensation and Human Resources Committee. She is also a director of First Commonwealth Bank. Ms. Caponi earned a BachelorsBachelor of Science Degree in Accounting from the Indiana University of Pennsylvania. She is a member of the American Instituteand Pennsylvania Institutes of Certified Public Accountants and the Pennsylvania Institute of CPAs.Accountants. Ms. Caponi’s qualifications for service on our Board include her leadership experience and her expertise in financial accounting, auditing and internal controls.

Ray T. Charley.Mr. Charley, age 60,62, has served as the Chief Executive Officer of Thomi Co., an operator of retail grocery stores in Greensburg, Pennsylvania, since 1983. Mr. Charley served as a director of Southwest National Corporation from 1989 and joined our Board in 1998 upon the completion of our merger with Southwest National Corporation. Mr. Charley is a member of our Governance Committee and our Compensation and Human Resources Committee and is also a director of First Commonwealth Bank. He is a former director and officer of Excela Health Holding Co., an operator of hospitals and other health care facilities in Western Pennsylvania, and serves as a director and in leadership capacities for various charitable organizations. Mr. Charley earned a BachelorsBachelor’s degree from Duquesne University and a law degree from the Pennsylvania State University Dickinson University School of Law. Mr. Charley’s qualifications for service on our Board include his business acumen and his commitment to sound governance and oversight as demonstrated by his extensive experience as a director in the financial services industry.

Gary R. Claus.Mr. Claus, age 59,61, is a Certified Public Accountant. He has served as Managing Director of the Jade Group, an executive search and management consulting firm since 2008. Prior to joining the Jade Group, Mr. Claus spent 35 years as a tax accountant at PriceWaterhouseCoopers, where he was admitted as a Partner in 1986 and served as the Pittsburgh Tax Site Leader from 1992 through 2004. Mr. Claus joined our Board in April 2011, and isserves as a member of our RiskAudit Committee and our Credit Committee.Compensation and Human Resources Committee and is also a director of First Commonwealth Bank. Mr. Claus has a wide variety of experience advising clients ranging from large publicly held companies to small privately owned companies, including manufacturers, law firms and other service companies. He is also active in professional, community and church organizations, serving as Chairman of the Board of Goodwill of Southwestern Pennsylvania and Chairman of the Board of Trustees of Robert Morris University. Mr. Claus earned a Bachelor of Science degree in Accounting from Robert Morris University. Mr. Claus’s qualifications for Board service include his extensive professional experience in accounting, executive compensation and human resources.

David S. Dahlmann.Mr. Dahlmann, age 62,64, has served as the Chairman of the Board of First Commonwealth Financial Corporation and First Commonwealth Bank since 2006. He was formerly Vice Chairman of First Commonwealth Financial Corporation from 1999 to 2006,2002, President and Chief Executive Officer of Southwest National Corporation from 1991 to 1999 and President and Chief Executive Officer of Southwest Bank from 1991 until its merger with First Commonwealth Bank in 2002. He was a director of Southwest National Corporation from 1991 and joined our Board in 1998 upon the completion of our merger with Southwest National Corporation. Mr. Dahlmann formerly served on the Board of Directors of the Federal Reserve Bank of Cleveland and as an Adjunct Professor ofat Saint Vincent College in Latrobe, Pennsylvania, and

he serves as a director for numerous charitable, educational and civic associations. Mr. Dahlmann chairs our Risk Committee, is a member of ourthe Credit Committee of First Commonwealth Bank and chairs the Trust Committee of First Commonwealth Bank.

He earned a Bachelor of ArtsBachelor’s Degree in Economics and Masters of Business Administration degrees from the Indiana University of Pennsylvania. Mr. Dahlmann’s qualifications for Board service include his extensive career as a director and executive in the financial services industry and his expertise and experience in corporate governance matters.

Johnston A. Glass.Mr. Glass, age 62,64, is retired. Mr. Glass has served on our Board since 1986. He served as Vice Chairman of First Commonwealth Financial Corporation and as President and Chief Executive Officer of First Commonwealth Bank and its predecessor, NBOC Bank, until his retirement in 2005. Mr. Glass is a director of First Commonwealth Bank, serves as member of our Risk Committee and Chairs ourthe Credit Committee.Committee of First Commonwealth Bank. Mr. Glass also servesserved as an advisorya director of First National Bank of Santa Fe anduntil May 2013. He has served as a director and officer of numerous civic and non-profit associations and as past director of the Pennsylvania Bankers Association. He earned a Bachelor of Science degree from the Pennsylvania State University. Mr. Glass’s qualifications for Board service include his extensive leadership experience in the banking industry, his thorough understanding of First Commonwealth and its business and his long history of service as a director of First Commonwealth and other organizations.

Jon L. Gorney.    Mr. Gorney, age 63, is a management consultant. He was appointed to our Board in January 2013. He is also a director of First Commonwealth Bank and a member of our Risk Committee. Mr. Gorney began his 37-year career in the financial services industry with National City Corporation. He served as Executive Vice President of National City Corporation from 1992 through 2008 and oversaw all technology and operations for National City. From 2004 through 2006, Mr. Gorney also served as Chairman and Chief Executive Officer of National Processing Company, a majority subsidiary of National City that was the second largest merchant card processor in the United States. Mr. Gorney joined PNC Financial Services Group through the acquisition of National City in December 2008 and served as an Executive Vice President until his retirement in June 2010. While at PNC, Mr. Gorney co-chaired the company-wide integration of PNC and National City and was responsible for the leadership and development of a single operating organization for PNC. Mr. Gorney earned a Bachelor of Science degree in Computer Science from the University of Dayton. His qualifications for Board service include his extensive experience as a financial services executive and his strong expertise in financial services information technology and operations.

David W. Greenfield.Mr. Greenfield, age 61,63, is retired. He has served on our Board since April 2010, and is a member of our Compensation and Human Resources Committee and our Governance Committee.Committee and is also a director of First Commonwealth Bank. Mr. Greenfield was formerly Vice President, Secretary and General Counsel of Kennametal, Inc., a global manufacturer of tooling, engineered components and advanced materials consumed in production processes from 2001 until his retirement in 2010. Prior to joining Kennametal in 2001, Mr. Greenfield was a member of Buchanan Ingersoll & Rooney P.C., a Pittsburgh-based law firm, focusing on corporate, financial and transactional issues involving public and private companies. He also served as Senior Vice President, General Counsel and Secretary of Meritor Automotive, Inc. and Associate General Counsel of Rockwell International Corporation. He is also active in a number of charitable, educational and civic organizations. Mr. Greenfield earned a Bachelor of Arts degree from the University of Pittsburgh and a law degree from Wake Forest University School of Law. Having practiced law for over 35 years and served in executive capacities for three publicly traded companies, Mr. Greenfield has extensive experience in corporate governance, ethics and compliance matters and the execution of corporate strategy and is therefore qualified to serve as a director.

Luke A. Latimer.Mr. Latimer, age 35,37, has served as Executive Vice President and Treasurer of R&L Development, a heavy construction company in New Alexandria, Pennsylvania, since 2001,1999, and Vice President and Treasurer of Derry International LTD, Incorporated, a mining company based in New Alexandria, Pennsylvania, since 1999. Mr. Latimer joined our Board in April 2011. He also serves as a director of First Commonwealth Bank and is a member of our RiskGovernance Committee and ourthe Credit Committee.Committee of First

Commonwealth Bank. Mr. Latimer is alsoserved as Chairman of the Board of Directors of First National Bank of Santa Fe and a director of New Mexico Banquest Corporation, a bank and bank holding company in Santa Fe, New Mexico.Mexico, until May 2013. He earned a Bachelor of Science degree in Business Management from Saint Vincent College. His qualifications for service as a director include his extensive business experience and his years of service as a director in the financial services industry.

James W. Newill.Mr. Newill, age 77,79, is Certified Public Accountant licensed in Pennsylvania, Florida and Ohio. He was formerly President of J. W. Newill Company, a certified public accounting firm. Mr. Newill served as Mayor of Highland Beach, Florida, from March 2008 until March 2011, and was previously Commissioner of Highland Beach, Florida, from 2005 to 2008. Mr. Newill previously served as a director of Southwest National Corporation from 1978 and joined our Board in 1998 upon the completion of our merger with Southwest National Corporation. Mr. Newill is a director of First Commonwealth Bank, serves a member of our Governance Committee and has chaired our Audit Committee since 2003. He has served as a director for numerous non-profit organizations over the past 40 years and recently served as a keynote participant for a panel on banking regulation. He earned a Bachelor of Science degree in Business Administration from Saint Vincent College. Mr. Newill’s qualifications for service on our Board include his expertise in accounting and financial matters and his extensive experience as a director of financial services companies.

T. Michael Price.Mr. Price, age 49,51, is the President and Chief Executive Officer of First Commonwealth Financial Corporation and Chief Executive Officer of First Commonwealth Bank. He has been a director of the Company since March 2012.2012 and is also a director of First Commonwealth Bank. He served as Interim President

and Chief Executive Officer of the Company from January 2012 until being appointed to serve in that capacity on a permanent basis in March 2012. Mr. Price has served as President of First Commonwealth Bank sincefrom November 2007. In this capacity, Mr. Price oversaw all bank functions, including Retail Banking, Corporate Banking, Wealth Management, Small Business Banking, Credit Administration, Marketing, and Product Development.2007 until May 2013. Before joining First Commonwealth, Mr. Price served as Chief Executive Officer of the Cincinnati and Northern Kentucky Region of National City Bank from July 2004 to November 2007 and as Executive Vice President and Head of Small Business Banking of National City Bank prior to July 2004. Mr. Price received his Bachelor of Science degree from the University of Utah, and he earned his MBA from Cleveland State University. Mr. Price’s qualifications for service on our Board include his thorough understanding of the banking and financial services industry, which he has attained through more than 25 years of executive leadership experience.

Laurie Stern Singer.Ms. Singer, age 60, has served as62 consults in business finance and organization management in both the President of Allegheny Valley Development Corporation, a regional not-for-profit economic development company in Brackenridge, Pennsylvania, since 1983.public and private sector. She formerly served as President of the Allegheny Valley Development Corporation and Allegheny Valley Chamber of Commerce.Commerce for 27 and 20 years respectively. Ms. Singer was a director of Southwest National Corporation from 1994 and joined our Board in 1998 upon the completion of our merger with Southwest National Corporation. She currentlyis also a director of First Commonwealth Bank, chairs our Governance Committee and is alsoserves as a member of the Audit Committee. Ms. Singer has held leadership positions and has served as a director for numerous professional associations, educational and community organizations. She has a Bachelor of Arts degree from the University of Michigan and a law degree from Wayne State University and is a graduate of the Institute for Organizational Management. Ms. Singer’s qualifications for Board service include her business finance and development expertise, her extensive experience as a director of financial services companies and other organizations and her strong commitment and understanding of corporate governance matters.

Robert J. Ventura.    Mr. Ventura, age 62,64, is Executive Managing Director of Raptor Partners,Ventura Group, LLC, an investment banking firm in Pittsburgh, Pennsylvania, and formerly served in a similar capacity as Managing Director of Raptor Partners, LLC, from June 2010 through August 2012 and as Principal of Ventura Group, LLC. Mr. Ventura previously served as Director of Acquisitions and Divestitures and Director of Financial Planning and Analysis during a 15-year career with Rockwell International Corporation, a diversified global manufacturing company. Mr. Ventura served as a director of GA Financial, Inc. from 1998 and joined our Board in 2004 at the completion of our acquisition of GA Financial, Inc. Mr. Ventura is a member of our Audit Committee and chairs our Compensation and Human Resources Committee.Committee and is also a director of First Commonwealth Bank. He earned a Bachelor of

Science degree in Industrial Engineering from the University of Pittsburgh and Masters of Business Administration degree from Duquesne University and holds his Series 79 and 63 securities licenses. Mr. Ventura’s qualifications for Board service include his expertise in business and financial analysis and mergers and acquisitions and his experience as a director in the financial services industry.

Each director elected this year will continue in office until a successor has been elected. Each nominee has indicated that he or she will serve if elected. We do not anticipate that any nominee will be unable or unwilling to stand for election, but if that happens, your proxy will be voted for another person nominated by the Board. The Board may also choose to reduce the number of directors to be elected, as permitted by our By-laws.

The Board of Directors recommends that you vote “FOR” each of the nominees listed above.

PROPOSAL 2 — RATIFICATION OF INDEPENDENT ACCOUNTING FIRM

At the annual meeting, a vote will be taken on a proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.2014. KPMG LLP has audited our financial statements since 2006.

The Audit Committee of the Board has appointed KPMG LLP as the independent auditors of First Commonwealth and our subsidiaries for the year ending December 31, 2012.2014. Although shareholder approval is not required, the Board desires to obtain shareholder ratification of this appointment. If the appointment is not ratified at the annual meeting, the Board will review its future selection of auditors. If the appointment is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of First Commonwealth and its shareholders. Representatives of KPMG LLP are expected to be present at the annual meeting to make a statement if they so desire and to respond to appropriate questions.

The affirmative vote of the holders of a majority of First Commonwealth’s common stock present in person or represented by proxy at the annual meeting is necessary for ratification of the selection of KPMG LLP as our independent registered public accounting firm.

The Board of Directors recommends that you vote “FOR” the ratification of the selection of KPMG LLP as our independent registered public accounting firm.

ANNUAL AUDIT INFORMATION

Report of the Audit Committee

The Audit Committee of First Commonwealth’s Board of Directors operates under a written charter that specifies the Audit Committee’s duties and responsibilities. This charter is available on First Commonwealth’s website at www.fcbanking.com by following the links to “Investor Relations” and “Corporate Governance.”

Management is responsible for the financial reporting process, the system of internal controls, including internal control over financial reporting, and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. KPMG LLP, First Commonwealth’s independent registered public accounting firm (“independent auditors”), is responsible for the integrated audit of the consolidated financial statements and internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes and procedures. The Audit Committee relies, without independent verification, on the information provided to the Audit Committee and on the representations made by management regarding the effectiveness of internal control over financial reporting, that the financial statements have been prepared with integrity and objectivity and that such financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The Audit Committee also relies on the opinions of the independent auditors on the consolidated financial statements and the effectiveness of internal control over financial reporting.

In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited consolidated financial statements of First Commonwealth as of and for the year ended December 31, 20112013 with First Commonwealth’s management and the independent auditors. The Audit Committee has also discussed with First Commonwealth’s independent auditors the firm’s independence from the Company and management, and has received the written disclosures and the communication from the independent auditor required by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) regarding the independent auditor’s communications with the Committee concerning independence. In addition, the Committee has discussed with the independent auditor the required communications of Statement onPCAOB Auditing StandardsStandard No. 61,16,Communication Withwith Audit Committees.

Based on the review and discussions noted above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in First Commonwealth’s annual report on Form 10-K for the fiscal year ended December 31, 20112013 for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee,

James W. Newill, Chairman

Julie A. Caponi

Gary R. Claus

Laurie S. Singer

Fees Billed by Accounting Firm to First Commonwealth

The aggregate fees billed by KPMG LLP for each of the fiscal years ended December 31, 20112013 and 2010,2012, respectively, were as follows:

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee is required to pre-approve the audit and non-audit services performed by First Commonwealth’s independent auditors in order to assure that the provision of those services does not impair the accounting firm’s independence. Accordingly, the Audit Committee has adopted a policy for the pre-approval of audit and non-audit services by First Commonwealth’s independent auditors. This policy allows the Audit Committee to pre-approve services through general pre-approval or specific pre-approval.

Under general pre-approval, the Audit Committee approves in advance the payment of up to a specified amount of fees for the performance of specified types of audit, audit-related, tax and other services by the independent auditors. The term of general pre-approval is generally twelve (12) months from the date of pre-approval. Any services that are not subject to general pre-approval or fees in excess of pre-approved limits must be specifically pre-approved by the Audit Committee on a case-by-case basis. Pre-approved fee levels or budgeted amounts for all services to be provided by the independent auditors are established annually by the Audit Committee.

The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent auditors to management. However, the pre-approval policy allows the Audit Committee to delegate to one or more designated members of the Audit Committee the authority to grant required pre-approvals. The decision of any member to whom authority is delegated to pre-approve an activity is presented to the full Audit Committee at its next scheduled meeting.

PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION

First Commonwealth is providing shareholders with the opportunity at the 20122013 Annual Meeting of Shareholders to vote on an advisory resolution, commonly known as “Say-on-Pay,” to approve the compensation of First Commonwealth’s named executive officers. Such compensation is described on pages 2022 through 3841 of this proxy statement. We currently conduct Say-on-Pay votes annually; accordingly, the next Say-on-Pay vote is expected to occur in 2013.2015.

The Compensation and Human Resources Committee, which is responsible for the compensation of our executive officers, has overseen the development of a compensation program designed to attract, retain and motivate executives who enable us to achieve our strategic and financial goals. The Compensation Discussion and Analysis section of this proxy statement and the tabular disclosures regarding named executive officer compensation, together with the accompanying narrative disclosure, allow shareholders to view the trends in compensation and application of our compensation philosophies and practices for the years presented.

Shareholders are being asked to vote on the following advisory resolution:

RESOLVED, that the shareholders approve the compensation of First Commonwealth Financial Corporation’s named executive officers as described in the Compensation Discussion and Analysis section and in the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in this proxy statement.

Because your vote is advisory, it will not be binding upon the Board of Directors. However, the Compensation and Human Resources Committee and the Board will take the outcome of the vote into account when considering future executive compensation arrangements.

The Board of Directors recommends that you vote “FOR” the advisory resolution on executive compensation.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section contains a description ofCompensation Discussion & Analysis, or CD&A, is intended to assist shareholders in understanding and evaluating the objectivesinformation found in this proxy statement about the compensation and components of our executive compensation program, focusing on compensation decisions in 2011 affecting ourbenefits provided to First Commonwealth’s “named executive officers.” These include each person who served asofficers” (NEOs) in 2013. Our NEOs, which consist of our Chief Executive Officer (CEO) or as, our Chief Financial Officer (CFO) during 2011 and the three other executive officers who earned the highest compensation during 2011. One former executive officer is also considered to be2013, are identified below.

Overview of 2013 Executive Compensation

2013 marked the beginning of a “named executive officer” under SEC rules because his 2011 compensation, inclusive of separation payments and benefits, would have placed him among the three most highly compensated executive officers if he had remained in our employment at the end of 2011. Our named executive officersnew strategic plan for First Commonwealth and the positions that each officer held during 2011 were:first full year under the leadership of T. Michael Price, who was appointed as CEO in March 2012. This plan is centered around the following strategic priorities:

Messrs. Dolan and Clements each resigned from the Company during 2011. Mr. Price has been appointed as Interim CEO pending a search for a permanent successor to Mr. Dolan. We provided reasonable and customary severance arrangements to the departing executive officers, and we adjusted Mr. Price’s base salary and provided a special equity award to him in connection with his appointment as Interim CEO. These compensation decisions are discussed in greater detail below.

Executive Compensation Philosophy

The Compensation and Human Resources Committee (as used(the “Committee”) approved a compensation program in this section,2013 for First Commonwealth’s CEO and other NEOs that aligned executive compensation with these strategic themes and advanced the “Committee”) believesCommittee’s pay-for-performance compensation philosophy. The 2013 compensation program consisted of three primary elements: (1) base salary, (2) potential annual cash and equity incentive awards and (3) long-term equity incentive awards.

To implement the annual and long-term incentive components, the Committee established performance goals for 2013 under First Commonwealth’s Annual Incentive Plan (AIP) and Long-Term Incentive Plan (LTIP). These goals included profitability, as measured by earnings per share and return on average equity, shareholder value, as measured by total shareholder return, and efficiency, as measured by the efficiency ratio.¹ Annual performance goals for executives with risk management responsibilities also included individual performance goals that were tied to key strategic business objectives.

In January 2014, the Committee evaluated First Commonwealth’s performance and noted that the successCompany had made strong progress toward the achievement of the Company in achieving its strategic objectives will depend in large part on the ability to attract and retain exceptional talent, to effectively assess the talent currently available to the organization, and to align the interests of all executives with those of our investors. The Committee has established an approach to talent and pay that it believes will help achieve this mission and reduce the risk surrounding executive performance.during 2013.

•

Promote a Long-Term Perspective.     To provide a level of alignment of interests with those of investors, and to emphasize a long-term view toward risk, the Committee established a policy whereby 100% of long-term incentives and any portion of annual incentives65.69% in excess of target levels are paid in restricted shares. For the annual plan this equates to a three year period from the beginning of the performance period until actual vesting of the shares. For the long-term plan this equates to a total of four years from the beginning of the performance period through the vesting date.2013.2

First Commonwealth’s performance for the earnings per share and return on average equity goals achieved the target performance levels under our 2013 Annual Incentive Plan, and each named executive officer achieved his individual performance goals. As a result, the Committee believes this approach to talent and pay providesapproved the necessary and appropriate support to achieve investor success.payment of awards for the NEOs under the Annual Incentive Plan. See “Executive Compensation Decisions – Annual Incentive Plan.”

OperationComposition and Role of the Compensation Committee

The Compensation and Human Resources Committee of the Board is comprised of fourfive directors: Robert Ventura (Chairman), Julie Caponi, Ray Charley, Gary Claus and David Greenfield. Each member of the Committee is an “independent director” for purposes of the NYSENew York Stock Exchange listing standards.standards for compensation committee members. The Committee operates under a written charter that is reviewed and approved annually by the Board. A copy of this charter is available under the “Investor Relations – Corporate Governance” section of our website, http://www.fcbanking.com.

The basic responsibilities of the Committee are to:

The Committee relies upon performance data, statistical information and other data regarding executive compensation programs and peer practices provided from time to time by First Commonwealth’s Human Resources Department,human resources department, officers and outside advisors. The Committee has access to individual members of management and employees and may invite them to attend any Committee meeting. The Committee has the power and discretion to retain, at First Commonwealth’s expense, independent counsel and other advisors and experts as it deems necessary or appropriate to carry out its duties.

For 2011, the Committee retained Independent Compensation Advisor

Board Advisory LLC has served as itsthe Committee’s compensation consultant to provide advice and resources to help refine and execute our overall compensation strategy.advisor since 2010. Board Advisory LLC reports directlyprovides the Committee with peer executive compensation data, as well as expertise and advice on various matters brought before the Committee. Board Advisory also provides data and advice relating to non-employee director compensation to the Committee, and the Committee has the sole power to terminate or replace and authorize payment of fees to Board Advisory LLC at any time. In 2011, the Committee directed Board Advisory LLC to work with members of our management to obtain information necessary for it to form its recommendations and evaluate management’s recommendations. Board Advisory LLC also met with the Committee during the Committee’s regular meetings, in executive session (where no members of management are present), and with the Committee Chair and other members of the Committee outside of the regular meetings.

Governance Committee. As part of its engagement in 2011,2013, Board Advisory LLC was asked to evaluate our performance and compensation against the performance and compensation of our peer group, make recommendations regarding the design of executive incentive compensation plans and employment and change of control agreements and assess compensation for the Board of Directors and executive officers.

The Committee has the sole authority to retain and terminate Board Advisory as its compensation consultant and approve fees and other engagement terms. The Committee has determined that Board Advisory is independent from management based upon the consideration of relevant factors, including:

Role of Executives in Establishing Compensation

The CEO plays a significant role in the design and implementation of our compensation program for all executive officers other than himself. His role includes:

The CEO generally attends Committee meetings, but he is not present during executive sessions of the Committee at which his performance and compensation are discussed. Other members of management also attend meetings from time to time at the request of the Committee to provide reports and information on agenda topics.

Peer Comparisons

The Committee reviews a peer compensation assessment annually as a market check for the Company’s executive pay and performance. This assessment is performed using compensation data provided by Board Advisory LLC, the Committee’s independent compensation consultant.Advisory. The peer group is intended to:

The Committee uses two peer groups for its compensation assessment. The first is a national group consisting of all community banks with assets of $4 billion to $10 billion. The national peer group, which included 4346 companies at the time of the Committee’s most recent assessment, is intended to provide stable information regarding competitive pay for First Commonwealth’s executive positions. The Committee then consideredconsiders the local pay practices and performance of an 11-company group of banks having significant operations in or near First Commonwealth’s Pennsylvania market area, which we refer to as the “Pennsylvania peer group.” This peer group represents the banks that would most likely be an attractive source of talent and a realistic source of competition for current executive officers. Testing First Commonwealth’s performance against this peer group also helpsofficers and aligns the Committee to assess First Commonwealth’s progress towardCommittee’s compensation philosophy with our strategic vision of becoming the highesttop performing Pennsylvania bank.bank in Pennsylvania.

The Pennsylvania peer group which ranged in size from $2 billion to $20 billion in assets for the time period reported, consisted of the following companies:

Based upon a comparison of projected 20112013 compensation for First Commonwealth executive officers with actual market data derived from 20102012 Pennsylvania and national peer group pay disclosures, the Committee determined that executive officer salaries were competitive and reasonable. The market data reflected escalationIn 2013, based upon the recommendations of competitive totalthe CEO, the Committee reduced the target award percentages under the Annual Incentive Plan for the CEO and CFO and granted equal target share awards to all participants in the 2013-2015 LTIP. These changes were intended to reduce the cost of executive incentive plans as part of a companywide initiative to control expenses and to incent a broader group of executives with performance-based equity awards. These changes resulted in a lower target pay levelsopportunity for the senior-most executive officers in 2013. Actual executive pay received in 2013 increased from 2012 as a result of substantially increased annual cash bonus payments from improvement in banking industry performance. First Commonwealth’s executive compensation opportunity (based uponpartial payouts under the target2013 AIP, but the

actual pay opportunity) remains competitive in the aggregate. However, First Commonwealth’s actual executive pay remainslevels remain below the median of the Pennsylvania peer group, due to the absence of any incentive payout in 2011, which is consistent with the Committee’s pay-for-performance philosophy.

In assessing the pay-for-performance relationship, the Committee considers the historic realizable pay provided by the Company to its CEO and other NEOs in relation to the Company’s performance. Realizable pay consists of actual base salary and annual cash incentives paid, the fair market value of full-value share grants and payouts (or shares earned) under long-term incentive plans for a specified performance period. The Committee believes this can be a more accurate reflection of the actual compensation delivered to the NEOs than the amounts reported in the Summary Compensation Table, which include a mix of actual pay and unearned long-term pay opportunities. The charts below shows the realizable pay of the Company’s CEO compared to the11-company Pennsylvania peer group, relative to the Company’s ROE and relative to the Company’s total shareholder return (TSR) over the most recent three-year period, 2010 through 2012 (the most recent publicly-available compensation data as of the publication of this proxy statement). As this chart illustrates, the relatively low CEO pay realized through Company programs remained commensurate in comparative terms with Company performance over the same three-year time period.³

Executive Compensation Philosophy and Strategy

Overall Objective

The Committee believes that the success of the Company in achieving its strategic objectives will depend in large part on the talent and leadership of its executives and the alignment of those executives with the interests of our investors. Accordingly, the Committee’s philosophy toward executive compensation can be summarized as follows:

Compensation Positioning and Mix

First Commonwealth generally targets its total compensation package (both individual components and in the aggregate) to be competitive with the market. While targets are set to provide competitive pay for meeting expected performance, actual pay levels (by component and in the aggregate) vary to reflect performance relative to goals and industry performance over both short- and long-term timeframes. In the aggregate, the objective of First Commonwealth’s total compensation program is to provide a balanced mix of fixed and variable (i.e., incentive/performance) and cash and equity compensation. The target mix of compensation will vary based on the executive’s role, and the actual mix will vary based on performance. For example, in a year when no annual incentive is paid, the percentage of total compensation paid in salary will increase.

The Committee generally targets incentive compensation to represent approximately 50% of the total compensation opportunity for the CEO and 33% to 39% of the total compensation opportunity of other NEOs. For 2013 only, incentive compensation represented a smaller component of the CEO’s target compensation opportunity due to two factors. First, each executive officer received an equal target share award under the 2013-2015 LTIP to promote equal ownership and accountability in the delivery of the company’s efficiency initiative. This reduced the CEO’s target share award for 2013. In addition, for 2013 only, the target AIP award for the CEO AIP was reduced from 50% to 40% to lower the cost of the AIP to the company.

Elements of Compensation

The compensation program for our named executive officersNEOs consists of base salary, cash and equity-based incentive compensation and other benefits. Each of these elements of compensation is described below.

Base Salary

Salary.We provide base salaries to compensate our named executive officersNEOs for services performed during the year. Base salaries further our objectives of attracting and retaining executive talent and providing compensation that is competitive with our peers. Base salary directly affects the size of incentive plan awards, because we express incentive plan awards as a percentage of salary.

Base salaries for executive officers are determined by:

The Committee typically reviews base salaries annually as part of the performance review process as well as upon promotion or other change in job responsibility. Adjustments to base salaries, within a range of competitive practices, are determined primarily by:

In December 2011, the Committee approved an increase in Mr. Price’s base salary from $367,700 to $420,000 in connection with his appointment as the Interim President and Chief Executive Officer. The Committee determined that this salary was appropriate for the additional responsibilities undertaken by Mr. Price and reasonable in comparison to base salaries paid to CEOs of peer group companies. The Committee approved base salary increases of approximately 2% for the other named executive officers in 2012, which is commensurate with the average merit increase given to other employees of the Company.

Incentive Compensation

Compensation.In order to align pay with corporate performance, the Committee seeks to appropriately balance fixed compensation with variable, or “at risk,” incentive compensation that is contingent on performance and the financial success of the organization. Incentive compensation represents approximately 50% of the total compensation opportunity for the CEO and a significant portion of the total compensation opportunity of other named executive officers.

The named executive officersNEOs and certain other key executives participate in two incentive compensation plans:

Each plan includes performance goals with “threshold,” “target” and “superior” performance levels. The threshold level represents the minimum acceptable level of performance to earn an award under the particular performance goal. The target level of performance is generally aligned with our budget in the case of corporate performance goals under the AIP and performance that exceeds the peer median in the case of our LTIP. Superior performance reflects stretch targets in the case of corporate performance goals under the AIP and performance within the top quartile of our peer group in the case of our LTIP. The Committee has discretion to consider unusual factors and their resulting effect on our performance, i.e. significant merger and acquisition transactions, strategic decisions that have an adverse impact on near-term results such as conversion-related expenses, unusual investment gains or losses, corporate and balance sheet restructuring, significant asset sales and other items it deems appropriate in determining the extent of which we achieve our performance goals.

These plans are intended to align our executives’ financial interests with those of our investors. The combination of annual and long-term incentives is intended to balance our desire to improve financial results over the short term with the need to employ prudent and sustainable growth strategies.

2011 Incentive PlansBenefits

The executive officers participate in employee benefit programs available to all other eligible employees of First Commonwealth, including our 401(k) plan, Employee Stock Ownership Plan, and group medical, life and disability insurance. In addition, First Commonwealth maintains a Nonqualified Deferred Compensation Plan that is designed to restore benefits that are not available to them under our 401(k) plan as highly compensated employees, according to rules of the IRS. Under the terms of this Plan, each participant may contribute up to 25% of his/her compensation to the Plan in the form of a salary reduction. There are presently no employer matching contributions under this Plan.

Agreements with Executives

We provide employment and change of control agreements to certain executive officers to promote stability and continuity of executive officers and ensure their interests are aligned with shareholders. Terms of these agreements consider marketplace practices and First Commonwealth’s financial performance fell short of internal expectations in 2011, as weak loan demandunique needs and higher-than-expected credit costs negatively impacted earnings. As a result, no awards were earned under the AIP in 2011. In addition, awards were not earned under the LTIP for the 2009-2011 performance period.

The following tables compare actual and target performance for the 2011 AIP and the 2009-2011 LTIP:

2012 Incentive Plans

In February 2012, the Committee approved incentive awards for named executive officers consisting of an AIP based on 2012 performance and a LTIP based on performance over a three-year performance cycle from 2012 through 2014.

2012 Annual Incentive Plan.     The 2012 AIP utilizes corporate and individual performance measures to maximize the alignment between executive incentive pay and corporate performance. The Committee retained earnings per share (“EPS”), return on average equity (“ROE”) and efficiency ratio as performance measures due to their strong alignment with shareholder return. The Committee added an individual performance component for each participant other than the CEO and CFO, which consists of two or three measures that are tiedtailored to the achievementindividual executive with a focus on retention and recruitment. The change of objectives related to each executive’s business unitcontrol agreements contain a “double trigger,” providing benefits only upon an involuntary termination or function. The individual performance component is weighted 50% for executive officers who oversee risk management and control functions (i.e., our Chief Credit Officer, Chief Risk Officer and Chief Audit Executive) and 25% for other executive officers. The higher weighting of the individual performance component for risk management and control executives is to preserve the independence of their perspectives and avoid the appearance of conflicts of interest. The payout for the individual performance component is limited to the target payout level and is determined at the discretion of the Committee based in part upon the CEO’s assessment of the executive’s broad contribution to the organization as a whole.

The table below lists the performance measures for the 2012 AIP and their respective weightings:

Each corporate performance measure has been assigned a threshold, target and superior level of performance. The payout for threshold performance is 25% of the target award amount, and the payout for superior performance is 150% of the target award amount. For 2012, the Company established and the Committee approved threshold and target performance levels consistent with meaningful improvement in company financial results and meaningful challenge for management. Superior performance levels are tied to returning the company to at least median levels of expected performance within the Pennsylvania peer group. The Committee believes that it remains important to provide meaningful incentives to substantially improve the company’s performance using internal business plans, but that any definition of “superior” performance should be anchored in the relevant marketplace of peer company performance levels. The Committee retains the discretion in the 2012 AIP to increase or decrease an executive’s incentive payment by up to 25 percentage points, not to exceed 150% of target maximum payout. This discretion will allow the Committee to recognize stand-out performance or significant performance shortfalls by individual executives and to reflect outcomes or behaviors that were not contemplated when executive scorecards were developed. The Committee expects that this discretion will be exercised only on an as-needed, exception basis.

If the target goals are exceeded with respect to the 2012 AIP awards, the excess will be paid in restricted stock, which will vest two years after the end of the performance period (i.e., December 31, 2014), subject to the stock ownership and retention guidelines described below. The use of restricted stock is intended to further align the interests of executives with shareholders and serve as a retention tool for executive talent.

Target awards under the AIP are calculated based upon a percentage of each executive’s base salary, as follows: CEO – 50%; CFO – 35%; other named executive officers – 25%. The target awards for the named executive officers under the 2012 AIP are as follows:

2012-2014 Long-Term Incentive Plan.     We believe that stock ownership by our executive officers is an important tool for aligning their interests with those of our shareholders over the long-term. Therefore, our long-term incentive compensation consists entirely of equity compensation awards. For the 2012-2014 LTIP, the awards for the named executive officers other than the CEO consist of:

The pay mix for the Chief Executive Officer consists of 100% performance-based restricted stock units.

Each of these forms of award encourages executives to use their best efforts to increase the value of our stock, since the value of the awards increases with the value of our stock. The Committee included service-based

restricted stock in the LTIP awards for executive officers other than the CEO to promote greater share ownership and to provide a valuable retention tool following three years in which no incentive awards were paid. The service-based awards also include restrictive covenants to protect the company’s customer and employee relationships and confidential information following theconstructive termination of the executive’s employmentexecutive officer in connection with us.

Any shares deemed earneda change of control. The agreements do not provide for the 2012-2014 performance period under the performance-based restricted stock unit award will vest after one year (i.e., December 31, 2015), while the service-based restricted stock is subject toany tax gross-ups payments upon a three-year cliff-vest (i.e., December 31, 2014). Eachchange of these awards is subject to the retention requirements under the stock ownership guidelines described below. The target share awards for named executive officers under the LTIP are as follows:

The number of performance-based shares which may be earned under the LTIP ranges from 40% of the target performance-based share award for threshold performance to 200% of the target performance-based share award for superior performance.

control event. The Committee continuesconsiders change of control agreements to use relative performance measures forbe necessary in the performance-based awardscurrent financial services industry legal, regulatory and economic environment. Details on employment agreements and change of control agreements are included under the 2012-2014 LTIP based“Potential Payments Upon Termination or Change of Control” on the Company’s financial performance in relation to the Pennsylvania peer group. To earn the target performance-based share award, the Company’s relative performance must rank at the 55th percentile of this peer group.page     .

The measures and weightings for the 2012-2014 LTIP awards are as follows:

Stock Ownership Guidelines

The Committee has established stock ownership and retention guidelines to encourage higher levels of stock ownership by our executive officers. These guidelines are summarized in the table below.

Executives are not required to purchase shares to reach these ownership guidelines. However, they are restricted from liquidating shares received as equity-based compensation (net of tax) until the guidelines are achieved, and are required to retain at least 50% of shares earned under equity-based compensation plans once the guidelines have been met. The Committee believes that these stock ownership guidelines, coupled with the use of equity-based compensation in our AIP and LTIP, will increase the level of executive stock ownership over time, which will further align the interests of our executives with shareholders.

BenefitsPolicy Regarding Derivatives, Short Sales and Hedging

TheFirst Commonwealth’s policy prohibits directors and executive officers participatefrom pledging shares on margin, trading in employee benefit programs available to all other eligible employeesderivative securities of First Commonwealth’s common stock, engaging in short sales of First Commonwealth includingsecurities, or purchasing any other financial instruments that are designed to hedge or offset any decrease in the market value of First Commonwealth securities.

Executive Compensation Decisions in 2013

Base Salary

The Committee approved Ms. Grebenc’s base salary in connection with her employment as Executive Vice President and Chief Revenue Officer in June 2013. In January 2013, the Committee approved normal merit increases for Mr. Price and other NEOs. The table below compares the base salaries of the NEOs as of December 31, 2012 and 2013.

Annual Incentive Plan

The Committee approved AIP participation for the NEOs in January 2013. The 2013 AIP utilized corporate performance measures to maximize the alignment between executive incentive pay and corporate performance. The Committee retained earnings per share (“EPS”), return on average equity (“ROE”) and efficiency ratio as corporate performance measures due to their strong alignment with shareholder return. The Committee retained an individual performance component for those executive officers with risk management responsibilities (our Chief Credit Officer, Chief Risk Officer and Chief Audit Executive) with a weighting of 35%. The Committee eliminated the individual performance component for other executive officers.

The table below lists the performance goals for the 2013 AIP and their respective weightings and threshold, target and superior performance levels:

In 2013, after adjustments for unusual factors (conversion-related expenses), we earned $0.46 per share and had return on average equity of 6.11%, both slightly exceeding our 401(k)target goals noted above. Our efficiency ratio of 65.69% did not achieve the threshold performance level. The Committee deemed it appropriate to adjust upward our net income by approximately $2.9 million ($0.03 per share) to exclude one-time costs arising from our information technology system conversion that is expected to be completed in 2014. The Committee determined that it was appropriate to exclude these costs because they resulted from a board decision to approve a strategic initiative implemented after the initial business plan Employee Stock Ownership Plan,was established and group medical, lifeapproved, that is expected to reduce future operating costs and disability insurance.improve efficiency. Budgeted conversion-related expenses for 2014 were included in the target performance goals for the 2014 AIP. In addition to our corporate goals, Mr. Emmerich achieved his individual goals at the superior performance level due to strong improvement in our asset quality and below budget provision for loan losses. As a result, the Committee approved a payout under the AIP to each of the NEOs. The amount earned by each named executive officer under the 2013 AIP is reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

Long-Term Incentive Plans

2011-2013 LTIP.    2013 represented the final year of the three-year performance cycle for the 2011-2013 LTIP. Under the 2011-2013 LTIP, participants had the opportunity to earn share awards based upon First Commonwealth provides certain supplemental executive benefitsCommonwealth’s ROE and perquisitestotal return to shareholders in relation to the named executive officersPennsylvania peer group during the performance period. The Committee determined that the company’s ROE fell short of the threshold performance level, while total return to shareholders of 34.9% over the performance period resulted in performance at the 38.5th percentile of the peer group. Based on this performance, the Committee determined that each participant earned 15.15% of the target share award.

2013-2015 LTIP.    In January 2013, the Committee approved LTIP awards to the NEOs based on performance over a three-year performance cycle from 2013 through 2015. The 2013-2015 LTIP follows the same basic structure as described below.

Nonqualified Deferred Compensation Planprior LTIP awards with two notable changes. First, awards for all participants under the 2013-2015 LTIP consist entirely of performance-based restricted stock units. Second, the target award for each participant (including the CEO) was set at 10,000 shares. This enabled the Company to extend the LTIP to a broader group of participants without increasing the cost the LTIP.

The named executive officers are eligible to participate in a Nonqualified Deferred Compensation Plan (formerly callednumber of performance-based shares which may be earned under the “Supplemental Executive Retirement Plan”). This Plan was established to restore benefits that are not available to them as highly compensated employees, according to rulesLTIP ranges from 40% of the IRS,target award for threshold performance to 200% of the target award for superior performance. Performance measures under our 401(k) plan and Employee Stock Ownership Plan. Under the terms2013-2015 LTIP are based on the Company’s financial performance in relation to the Pennsylvania peer group. To earn the target performance-based share award, the Company’s relative performance must rank at the 55th percentile of this Plan, each participant may contribute uppeer group, whereas a threshold award requires performance to 25% of his/her compensation in excess of IRS limitsrank at the 35th percentile and a superior award requires performance to rank at the Plan in the form of a salary reduction. There75th percentile. The measures and weightings are presently no employer matching contributions under the Plan. The Committee believes that the Nonqualified Deferred Compensation Plan is necessary to provide competitive retirement benefits to executives.as follows:

Agreements with Executives

Change of Control Agreements

We have entered intoEmployment and Change of Control Agreements with certain key employees in order to promote stability and continuity of senior management and provide our executives the ability to fairly negotiate a potential corporate transaction on behalf of our shareholders. We believe these agreements are necessary to attract, retain, and motivate executive talent. However, we also believe that Change of Control Agreements should not allow executives to voluntarily terminate employment with severance. Therefore, our Change of Control Agreements require that there be both a change of control and an involuntary termination without cause (as defined) or a voluntary termination for good reason (as defined), which is often referred to as a “double-trigger.”Ms. Grebenc.     The double-trigger ensures that we or our successor will become obligated to make payments under the Change of Control Agreements only if the executive is actually or constructively discharged as a result of the change of control.

During 2011, the Committee approved a new formthe terms of an Employment Agreement and Change of Control Agreement which modified the existing form of Agreement to better align its termsand a restricted stock award for Ms. Grebenc in connection with sound corporate governance practices. We entered into a new Change of Control Agreement with certain of our executive officers, including Messrs. Price, Rout and Emmerich. The new form of Agreement, among other things:

A summary of the material terms of the Change of Control Agreements for our named executive officers and the amount payable to each in the event of a qualifying terminationher acceptance of employment is set forth in the “Potential Payments Upon Termination or Change of Control” section of this proxy statement.

Employment Agreements

We have employment agreements with Mr. Price and Mr. Rout. Each agreement sets a minimum base salary and provides for the executive’s participation in our welfare and retirement benefit plans, as well as our annual

Executive Vice President and long-term incentive compensation plans.Chief Revenue Officer and President of First Commonwealth Bank. The agreements also provide for the payment of severance following termination of the executive’s employment without cause and prohibit the executives from competing with us or soliciting our customers or employees for a specified period following the termination of their employment with us. In each case, the Committee determined that the severance rights and guaranteed base salary provided by the employmentterms of these agreements were consistentreasonable and customary for this position and necessary to attract and retain an executive of Ms. Grebenc’s caliber.

Retirement and Transition Services Agreement with competitive market practiceMr. Rout.     Mr. Rout advised the Company of his intention to retire during the first half of 2014. To ensure the continuity of Mr. Rout’s services pending a search for his successor and ensure a smooth transition, the Committee approved the terms of a Retirement and Transition Services Agreement with Mr. Rout. The Committee determined that the terms of this Agreement are reasonable and appropriate in consideration of their significant responsibilities and the benefits that we receive from the restrictive covenants contained in their employment agreements.

These employment agreements and the amounts payable upon termination of each executive’s employment are outlined in greater detail in the “Potential Payments Upon Termination or Change of Control” section of this proxy statement.

Perquisites

We pay club dues for certain executives to support business development activities, including Mr. Price and Ms. McMurdy. We did not pay dues for any other executive officer during 2011.

Special Equity Awards

We granted special equity awards to Mr. Price and Mr. Emmerich, which consist of time-vested restricted stock that were approved to recognize the efforts andRout’s contributions of these executives and to provide an incentive for their retention. The award to Mr. Price, which was effective January 1, 2012, recognizes his additional responsibilities as Interim CEO and his leadership in attracting and retaining critical talent and building a sales and service culture to generate organic growth. The award to Mr. Emmerich recognizes his ongoing contributions through the restructuring of our credit administration function and the resolution of problem assets, which is critical to ensuring profitable growth and the safety and soundness of our banking subsidiary.

Separation Agreements with Former Executives

During 2011, the Committee approved separation agreements for John J. Dolan, former President and CEO, and Thaddeus J. Clements, former Executive Vice President / Strategic Resources. In approving the separation agreements with Messrs. Dolan and Clements, the Committee considered the overall contributions of each executive, the terms of comparable agreements offered to similarly-situated executives and the benefits to the Company from obtaining a release of claimscompany and other agreements in favor of the Company.services to be provided by Mr. Rout following his retirement.

Tax Treatment of Compensation

Section 162(m) of the Code limits the deductibility of the compensation in excess of one million dollars paid to the CEO, CFO and the three most highly compensated executive officers other than the CEO and CFO, unless such compensation qualifies as “performance-based compensation.” We intend for awards under our AIP and LTIP (other than awards of time-vested restricted stock) to meet the performance-based compensation

exception to the annual one million dollar limitation. While we are cognizant of the tax deduction limitations applicable to our compensation program for named executive officers,NEOs, we may set compensation levels outside the deduction limitations if we deem the amount of compensation appropriate.

20112013 Advisory Vote on Executive Compensation

Our shareholders approved, in an advisory vote, the compensation of our named executive officersNEOs at our 20112013 annual meeting of shareholders. The advisory vote received the support of approximately 94%96% of the votes cast (excluding abstentions and broker non-votes). While the Committee considered the results of this advisory vote to be favorable, it did not speculate as to the intent of the shareholders or otherwise consider the advisory vote when making decisions regarding the compensation of our named executive officers.NEOs.

Compensation Committee Report

The Compensation and Human Resources Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth in the preceding pages of this proxy statement, and based on such review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20112013 as filed with the Securities and Exchange Commission.

Respectfully submitted,

Robert J. Ventura, Chairman

Julie A. Caponi

Ray T. Charley

Gary R. Claus

David W. Greenfield

Summary Compensation Table for 2011, 20102013, 2012 and 20092011

The table below shows compensation of our named executive officers.

All stock awards are reflected at their grant date fair value, as determined pursuant to Accounting Standards Codification Topic 718, Stock Compensation (“ASC 718”). Assumptions used in the calculation of this amount are included in Note 23 to the Company’s audited financial statements for the fiscal year ended December 31, 2013, included in the Company’s Annual Report on Form 10-K. The amounts reflected for performance-based restricted stock units assume that we will achieve the required performance goals at target levels and that the officer will continue to be employed by us through December 31, 2016. The following table provides additional information regarding the performance-based RSUs granted during 2013. The target amounts have been included in the above table and are reflected below for comparative purposes:

(4)(3)

While non-equity incentiveRepresents cash awards were granted toearned by the named executive officers under our 2013 Annual Incentive Plan no awards were earned in 2011, 2010 or 2009.(“AIP”).

(5)(4)

The amounts shown under the heading “All Other Compensation” reflect,include, with respect to each named executive officer, (i) matching contributions made by First Commonwealth under First Commonwealth’s 401(k) plan, (ii) discretionary contributions made by First Commonwealth under the 401(k) plan, (iii) the allocation of shares by the Company to the named executive officer’s account under the First Commonwealth Employee Stock Ownership Plan, and (iv)(ii) dividends on unvested shares of restricted stock:

The amount shown for Ms. Grebenc also includes relocation expenses of $11,732.

Grants of Plan-Based Awards for 20112013

The following table shows information on plan-based awards to the named executive officers during 2011:2013: